UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                    FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED] for fiscal year ended December 31, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     [NO FEE REQUIRED]

              For the transition period from _______ to ___________

                         Commission File Number 0-24850

                           GIANT CEMENT HOLDING, INC.

             (Exact name of registrant as specified in its charter)

             Delaware                              57-0997411
      (State or other jurisdiction        (I.R.S. Employer  Identification No.)
       of  incorporation)

            320-D Midland Parkway, Summerville, South Carolina 29485
           (Address of principal executive offices          Zip Code)

       Registrant's telephone number, including area code: (843) 851-9898

                                                          Name of Each Exchange
Securities registered pursuant to   Title of Each Class    on Which Registered
   Section 12(b) of the Act:        Common Stock, $.01        Nasdaq -- NMS
                                    Par Value

     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 is not contained herein, and will not be contained, to the
best  of  the  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]

     As of March 18, 1998,  9,255,522 shares of the  Registrant's  Common Stock,
par value $.01 per share,  were  outstanding.  The aggregate market value of the
Registrant's Common Stock held by non-affiliates  (based on the closing price on
the Nasdaq Stock Market on March 16, 1998) was approximately $273.0 million.

                       DOCUMENTS INCORPORATED BY REFERENCE
           Specified  portions of the  Company's  1997  Annual  Report to
           Stockholders  are  incorporated  by  reference  into  Part  II
           hereof.
           Specified portions of the Company's  definitive Proxy Statement
           for the May 12, 1998 Annual Meeting of Stockholders are incorporated
           by reference into Part III hereof.
           Exhibit Index located at Page 13 herein.


<PAGE>


                                TABLE OF CONTENTS




PART I

Item 1.    Business

Item 2.    Properties

Item 3.    Legal Proceedings

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


PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder
           Matters

Item 6.    Selected Financial Data

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

Item 8.    Financial Statements and Supplementary Data

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

PART III

Item 10.   Directors and Executive Officers of the Registrant

Item 11.   Executive Compensation

Item 12.   Security Ownership of Certain Beneficial Owners and Management

Item 13.   Certain Relationships and Related Transactions


PART IV

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







<PAGE>


                                     PART I


ITEM 1.  BUSINESS

General Development of Business

         Giant Cement Holding,  Inc.  (herein  referred to as "the Company" on a
consolidated basis or "GCHI" on a separate company basis) was incorporated under
the laws of the state of  Delaware in April 1994.  The  Company  manufactures  a
complete line of portland and masonry cements used in  residential,  commercial,
and  infrastructure  construction  applications.   The  Company's  manufacturing
facilities have an aggregate rated annual clinker capacity of approximately  1.4
million  tons,  ranking it as the 17th largest  producer of cement in the United
States.

         In September 1994,  10,000,000 shares of common stock of GCHI were sold
to the public in an initial public offering.  The offering  resulted in GCHI and
its  subsidiaries  being spun-off from its  predecessor  parent.  GCHI's primary
subsidiaries have been in operation since 1883 and 1928.

          In  September  1997,  the Company  entered  into a  Definitive  Merger
Agreement to acquire three  lightweight  aggregate  manufacturing  plants,  five
concrete  block plants and a waste  treatment and blending  facility from Solite
Corporation,  a  privately-held  manufacturer.  On March 2, 1998 the  definitive
agreement  was  amended to reduce the  consideration  to be  received  by Solite
stockholders  due to the increased  value of the Company's  common stock and the
increased  transaction  costs  associated with the Department of Justice review.
The  acquisition  is subject  to,  among  other  matters,  approvals  by various
regulatory authorities.  If completed, the acquisition (which would be accounted
for as a purchase) will require approximately $28 million to be financed through
the issuance of  approximately  325,000 shares of the Company's  common stock to
the stockholders of Solite  Corporation and bank borrowings of approximately $20
million.

          The  Solite  operations  the Company intends to acquire  are  located
in  Virginia,  North  Carolina  and Alabama.  The  acquisition  could expand the
Company's  existing  construction  material  product lines as well as expand the
Company's resource recovery service capabilities.

          The Company and Solite have received second requests for  information
from the  United  States  Department  of  Justice,  Antitrust Division  (USDOJ),
relating to their  Premerger  Notification  filings under the  Hart-Scott-Rodino
Antitrust  Improvements  Act. On March 23, 1998 the USDOJ indicated that it will
allow the  Company  and  Solite to  complete  the  merger if Solite  retains  an
independent  investment banking firm and attempts to market Solite's core assets
to other potential  purchasers. As a result of the  uncertainty of the Company's
ability to obtain clearance from the USDOJ to consummate the merger, the Company
has elected to expense the costs  incurred in  connection  wit the  acquisition,
which  would  normally  be  capitalized  and  accounted  for as a portion of the
acquisition.  Acquisition  related  expenses  totaling  $1.2 million or $.08 per
share after tax, were charged to expense in the fourth quarter.


Financial  Information About Industry Segments

         GCHI and its  subsidiaries  are involved in a single  business  segment
which includes the domestic manufacture and sale of portland and masonry cements
and related aggregates. The Company derives revenues from the sales of products,
primarily cement and to a much lesser extent construction aggregates, as well as
from the provision of resource  recovery  services.  Resource  recovery services
revenue is primarily  derived from third parties that pay the Company to utilize
their waste as fuel, which  additionally  reduces the cost of traditional fossil
fuels  used in the  manufacture  of cement.  Due to the nature of the  Company's
operations and the fact that the burning of  waste-derived  fuels is inseparable
from the manufacture of cement,  it is impractical to disaggregate  the costs of
sales and services by revenue classification.

         Information  concerning the Company's net sales,  operating  income and
assets for each of the years in the three-year period ended December 31, 1997 is
included under  "Five-Year  Summary of Consolidated  Financial Data" in the 1997
Annual Report.

Narrative Description of Business

         The  Company  owns and  operates  two  limestone  quarries  and  cement
manufacturing  facilities  through its  wholly-owned  subsidiaries  Giant Cement
Company ("Giant") and Keystone Cement Company  ("Keystone").  Giant,  located in
Harleyville,  South  Carolina,  serves the  South-Atlantic  region of the United
<PAGE>

States; and Keystone, located in Bath, Pennsylvania,  serves the Middle-Atlantic
region.  The  Company  pioneered  resource  recovery  techniques  for use in the
manufacturing  of cement in the late 1970's and is one of the  largest  users of
waste-derived fuels in the cement industry.

         Operations.  Giant was  founded  in 1883 and  commenced  operations  in
Harleyville,  South Carolina in 1947.  Giant owns  approximately  2,100 acres of
land in  Harleyville,  where  its  cement  production  facilities  and  230-acre
limestone  quarry are  located.  The Company  presently  estimates  that Giant's
limestone  reserves are adequate to meet its plant requirements for in excess of
50 years.  Giant has four wet process kilns with a combined rated annual clinker
capacity of approximately  840,000 tons and a manufacturing plant with an annual
finish grinding capacity of approximately 950,000 tons.

         Keystone,  founded in 1928, owns  approximately  1,000 acres of land in
Bath, Pennsylvania,  in the Lehigh Valley region approximately 60 miles north of
Philadelphia.  Keystone  obtains the cement rock used in its production from its
200-acre  limestone quarry located adjacent to its plant. The Company  presently
estimates  that  Keystone's  limestone  reserves  are adequate to meet its plant
requirements  for in excess  of 50  years.  The two wet  process  kilns  used in
Keystone's   operations  have  a  combined  rated  annual  clinker  capacity  of
approximately  600,000  tons and its  manufacturing  plant has an annual  finish
grinding capacity of approximately 750,000 tons.

         Rated   annual   clinker   capacity  is  based  upon  the  cement  kiln
manufacturer's   specifications.   The  Company's   historical   annual  clinker
production has not exceeded 1.3 million tons.

         In addition to limestone, the other principal raw materials used in the
manufacturing of cement are silica,  alumina,  iron oxide, and gypsum, which are
purchased from various suppliers.  Management  believes that the supply of these
raw materials  will be adequate to permit  production at planned  capacities for
the foreseeable future.

         Products. The Company principally  manufactures a full line of portland
cement, which is the fundamental binding agent in concrete. Giant's cement has a
low-alkali  content,  a  characteristic  favored  for use by  federal  and state
governments on certain  projects due to its minimal reaction with soil and other
aggregates.  Keystone also produces limited quantities of low-alkali cement. The
Company  believes  that  Keystone  is the  only  cement  manufacturer  currently
producing a low-alkali cement within a 100 mile radius of the Keystone plant. In
addition to portland cement, the Company  manufactures  masonry cement, which is
used in the  preparation of mortar used in block and brick masonry.  The Company
also mines, crushes, screens, and sells various sizes of stone and gravel, known
as  aggregates,  to the  construction  industry  for use in  paving,  road  base
material,  and assorted  small volume  applications.  Additionally,  the Company
markets cement kiln dust ("CKD") and,  occasionally,  a customized  blend of CKD
and cement under the registered trade name "StableSorb."  StableSorb is utilized
by  construction,   remediation,  and  other  contractors  for  the  purpose  of
solidifying soil, wastes, and other materials.

         Cement is made in a multi-stage  process that begins with the crushing,
grinding,  and mixing of calcium  (usually in the form of quarried  limestone or
"cement rock"),  silica,  alumina,  iron oxide,  and other  materials.  This raw
material is then  processed  in a rotary kiln at  extremely  high  temperatures,
causing  it  to  undergo  a  chemical  reaction.  The  resulting   marble-sized,
pellet-like material (known as "clinker") is then cooled and ground with a small
quantity of gypsum to produce cement.

         Marketing  and  Distribution.  The  Company  markets  its  products  to
ready-mix  concrete plants,  concrete product  manufacturers,  building material
dealers,  construction  contractors,  and state and  local  government  agencies
through its experienced  sales force.  Approximately 85% of the Company's cement
is sold in bulk,  primarily to ready-mix  and concrete  products  manufacturers,
with the  remainder  sold in  individually  packed  bags,  primarily to building
materials dealers.

         South-Atlantic   Region.   Giant's  market  area  covers  most  of  the
South-Atlantic  region of the United States,  from southern Virginia to southern
Georgia.  The South-Atlantic  region is one of the largest cement markets in the
United  States in terms of cement  consumption.  Giant's  sales are most heavily
concentrated  in North and South  Carolina,  with the  remainder of its sales in
Georgia and southern Virginia.

         Middle-Atlantic  Region.  Keystone's  market area, which covers most of
the Middle-Atlantic region of the United States,  includes eastern Pennsylvania,
southeastern New York, New Jersey, western Connecticut, and portions of Delaware
and  Maryland.  Keystone's  sales  are  most  heavily  concentrated  in  eastern
Pennsylvania,  southeastern New York, and New Jersey,  with the remainder of its
sales in Connecticut, Delaware, and Maryland.
<PAGE>

         Sales  Practices  and  Distribution.  The  Company  has  more  than 500
customers,  the majority of which have been doing  business with the Company for
more  than  five  years.  No single  customer  accounted  for 10% or more of the
Company's  cement sales during 1997,  and the Company  believes that the loss of
any single  customer  would not have a material  adverse effect on the Company's
financial condition or results of operations.

         The  Company,  following  the  sales  practices  characteristic  of its
industry,  does not  provide the right to return  nonfaulty  product or extended
payment terms to customers in the ordinary  course of business.  As is customary
in the  industry,  the Company does not  typically  enter into  long-term  sales
contracts, except with respect to major construction projects. Because the needs
of its  customers  are generally  short term in nature,  backlog  orders are not
significant in the cement industry.

         The production  facilities of both Keystone and Giant are located near,
and served by, major rail  transportation  lines, which provide ready access for
transporting  cement to the Company's  customers or terminals.  Giant delivers a
substantial  portion of its product by rail either  directly to its customers or
to its  terminals  where the  product is picked up by  customers.  At  Keystone,
almost all product is shipped via truck, with a substantial  amount being picked
up by  customer-owned  trucks.  Both Giant and Keystone have good relations with
contract  carriers which operate fleets of trucks to provide quick delivery,  on
demand, to the Company's customers requesting truck deliveries.

         To meet the needs of its customers in the  South-Atlantic  market area,
Giant and its wholly-owned subsidiary, Giant Cement NC, operate one terminal and
three distribution warehouses,  with annual throughput capacity of approximately
165,000  finished  tons,  and 25,000 square feet of storage  capacity for bagged
product.  Giant Cement NC began upgrading its Durham,  N.C. terminal  facilities
during 1997 to improve efficiency and distribution capabilities,  and expects to
complete the upgrade in 1998.

         General and  Regional  Economic  Conditions.  Demand for the  Company's
products  is  directly  related to activity  in the  construction  industry  and
general  economic  conditions.  Various  economic  factors  beyond the Company's
control  affect  cement  consumption,  including  the level of new  residential,
commercial and infrastructure  construction activity, which are in turn affected
by movement in interest rates, the availability of short and long-term financing
and the availability of public funds for infrastructure  projects.  Accordingly,
adverse economic  conditions in the Company's  markets or a worsening of general
or local economic  conditions  could  adversely  affect the Company's  operating
results.  Cement demand  reached a cyclical low in 1991,  and, as a consequence,
the Company  experienced a decline in sales in 1991. Demand was flat to slightly
higher in most regions of the country  during 1992 and increased in 1993 through
1996 to record levels for U.S. cement consumption. While U.S. cement consumption
was at or near record levels again in 1997 and exceeded U.S.  supply,  there can
be no assurance that  increased  cement demand will continue or that demand will
remain at current levels.

         Competition.  Due  to the  lack  of  product  differentiation  and  the
commodity  nature  of  cement,  the  cement  industry  is  highly   competitive.
Competition  is based  largely on price and,  to a lesser  extent,  quality  and
service. The Company competes with national and regional cement producers in its
markets.  Many of the Company's  competitors  are larger and have  significantly
greater  resources  than the  Company.  The prices that the Company  charges its
customers are not likely to be materially  different  from the prices charged by
other producers in the same markets.  Accordingly,  profitability  in the cement
industry is generally  dependent  on the level of cement  demand and on a cement
producer's  ability to contain  operating costs.  Prices are subject to material
changes in  response  to  relatively  minor  fluctuations  in supply and demand,
general  economic  conditions and other market  conditions  beyond the Company's
control.  Prior to 1993,  cement  prices in the  United  States,  including  the
Company's  markets,  had  fallen  and  remained  depressed  for  several  years,
primarily  due to the  economic  recession  and  competition  from lower  priced
foreign  imports.  Although  the Company  has been able to  increase  its cement
prices in recent years,  there can be no assurance  that prices will not decline
in the future.

         There are 11 companies in the South-Atlantic  region which compete with
Giant in some portion of its market, including three direct competitors,  two of
which  compete  throughout  its  market  area.  There  are 15  companies  in the
Middle-Atlantic  region  which  compete  with  Keystone  in some  portion of its
market,  including five direct primary  competitors.  The Company  believes that
Keystone is the only cement plant  currently  producing low-alkali cement in its
immediate market area.  Additionally,  none of Keystone's direct competitors are
currently  permitted to utilize  waste-derived  fuel as an alternative source of
fuel.

         During the latter part of the  1980's,  an influx of  low-price  cement
imports caused prices to deteriorate in many domestic markets.  A portion of the
market served by Keystone may be directly  subject to imports of foreign  cement
which can affect pricing in all of its market areas.  The market areas served by
Giant are also  impacted  indirectly  by  imports  of  foreign  cement.  Imports
declined  significantly  from 1987 to 1992. The Company believes the decline was
<PAGE>

the result of increased  foreign  consumption,  increased  ocean  transportation
costs and the imposition of anti-dumping  duties,  among other things. From 1993
to 1997,  imports into the United States increased  significantly as a result of
the US demand and consumption  exceeding the domestic supply.  Through 1997, the
increase in the cement  imports has had little effect on current  prices.  While
the Company  does not believe  imports  had a  significant  impact on its market
areas in 1997, nationally,  imports increased  significantly and there can be no
assurance  that  importation  of  lower-priced  cement  in the  future  will not
increase.

         Resource  Recovery.   The  cost  of  energy  represents  a  significant
percentage of total cement manufacturing costs. The Company's plants utilize the
"wet kiln"  process.  While the "wet kiln" process  requires more thermal energy
than the alternative "dry kiln" process, the Company has implemented  technology
which  utilizes  liquid  and  solid  industrial  wastes  with  high  BTU  values
("waste-derived fuels") as fuel substitutes ("resource recovery") in the process
of manufacturing cement.

         In the late 1970's,  Keystone pioneered resource recovery techniques in
the U. S. cement  industry.  Giant also began the limited use of waste as a fuel
substitute  in 1987 and has since  expanded its use of  industrial  solvents and
other hazardous  waste-derived  fuels,  including  waste solids.  These resource
recovery efforts have  significantly  reduced the Company's  traditional  fossil
fuel  consumption  and production  costs,  while providing it with an additional
source of revenue  as  industrial  companies  pay the  Company to utilize  these
waste-derived fuels. In 1997, waste-derived fuels comprised approximately 45% of
Keystone's  total fuel usage and 55% of Giant's.  These  percentages  have grown
significantly  since such  programs  were  initiated,  allowing fuel costs to be
substantially reduced.

         Although  the  Company  was among the first in the cement  industry  to
utilize resource  recovery as a substitute for fossil fuels,  this technique has
since been adopted by a number of other U. S. cement  producers  and is utilized
at 18 cement  plants.  Six of the ten  largest  cement  companies  in the United
States utilize resource recovery at one or more of their production  facilities.
Keystone is, however,  one of only two  Pennsylvania  plants which are presently
permitted to  commercially  burn hazardous  waste,  and the only facility in the
Lehigh  Valley area which is permitted to utilize this  economically  beneficial
process.  Keystone is  currently  permitted to burn such waste at rates of up to
approximately 50% of its fuel requirements.  While Giant is one of two plants in
its  immediate  market  area  that  is  presently  permitted  to  burn  numerous
categories of hazardous and non-hazardous liquids and solids, it is the only one
in such area that is  presently  permitted to burn such wastes at rates of up to
approximately 100% of its fuel requirements.  Additionally,  Giant has developed
techniques to increase the proportion of higher revenue waste solids used in its
resource recovery activities.

         The Company's subsidiaries, Keystone, Giant and Giant Resource Recovery
Company,  Inc.  ("GRR"),  utilize a  network  of  brokers,  fuel  blenders,  and
treatment,  storage,  and disposal facilities to obtain waste-derived fuels. The
sources  for such waste  products  range from  Fortune  500  companies  to small
independent waste treatment, storage, and disposal facilities.

         The Company's resource recovery operations are dependent on general and
regional  economic  conditions;  federal,  state and local  environmental  laws,
regulations and policies; and the Company's cement kiln utilization. The Company
competes with numerous  other  companies for the supply of  waste-derived  fuels
primarily on the basis of service and price.

         Environmental  Matters.  The Company's  operations  and  properties are
subject to extensive and changing federal,  state, and local  environmental laws
relating  to air and  water  quality,  as well  as to the  handling,  treatment,
storage and disposal of wastes. In connection with the Company's  utilization of
hazardous  waste-derived  fuels,  environmental laws require certain permits and
other authorizations mandating procedures under which the Company shall operate.
Environmental laws also provide significant penalties for violators,  as well as
liabilities  and costs of  cleaning up  releases  of  hazardous  wastes into the
environment. In addition, the Company could be subject to claims by employees or
others  alleging  exposure to toxic or hazardous  substances  as a result of the
failure to observe  environmental laws.  Violations of mandated procedures under
operating  permits,  even if immaterial or  unintentional,  may result in fines,
shutdowns, remedial actions, or revocation of such permits.

         The Company has been performing industrial operations at its properties
for many years. Various materials from these operations have been disposed of in
on-site landfills and may have been disposed of in off-site  landfills and other
facilities.  As a  result,  the  Company  from time to time may be  involved  in
administrative  and other proceedings  involving  compliance matters and alleged
violations of environmental laws at its operations and facilities.

         The  Company  estimates  that  annual  expenditures  for  environmental
compliance  exceed $3.5 million per year,  which  includes dust  collection  and
control systems and compliance  expenditures  related to the Company's  resource
<PAGE>

recovery operations.  Capital expenditures relative to environmental  compliance
totaled $1.6 million in 1995,  $2.8 million in 1996 and $3.2 million in 1997. In
1997,  the  Company  committed  to  construct a residual  waste  landfill at its
Pennsylvania  plant for the future  management of cement kiln dust ("CKD"),  the
total  capital cost of which is expected to be $2.5 million over the  landfill's
estimated  15 year life.  The Company does not believe  compliance  expenditures
impair its competitive  position because its competitors are subject to the same
laws and  regulations,  with the  exception  of those  regulations  specifically
relating  to  resource  recovery  operations  for  which the  Company  currently
receives revenues that more than offset the related  compliance costs.  However,
the Company has no knowledge of its competitors'  environmental compliance costs
and such costs could vary depending upon the  characteristics  of a competitor's
facilities.

         The Company's  operations are subject to the Resource  Conservation and
Recovery Act of 1976, as amended  ("RCRA"),  and two delegated  state  programs,
which together provide a comprehensive  regulatory  framework for the management
of  hazardous  wastes at  active  facilities.  RCRA sets up a "cradle  to grave"
system for the  management  of hazardous  wastes,  imposing upon all parties who
generate,  transport,  treat,  store,  or dispose of waste above certain minimum
quantities,  requirements,  including permitting requirements,  for performance,
testing,  and  record  keeping.  The  boiler  and  industrial  furnaces  ("BIF")
regulations,  promulgated in 1991 under RCRA, also require,  among other things,
that cement kilns utilizing  waste-derived  fuels obtain operating permits.  The
BIF  regulations  are extremely  complex and certain  provisions  are subject to
different interpretations.

         In  October  1991,  the  South   Carolina   Department  of  Health  and
Environmental  Control  issued to Giant a RCRA Part B Permit for the storage and
management of hazardous waste.  Keystone was issued a similar RCRA Part B Permit
by the  Commonwealth of  Pennsylvania  in December 1991. In addition,  Giant and
Keystone  operate  under BIF  "interim  status"  permits,  which  allow  them to
substitute approximately 100% and 75% of their respective fuel requirements with
hazardous  waste-derived  fuels.  However,  Keystone  is  currently  limited  to
approximately  50% waste fuel  substitution  by its  Pennsylvania  Department of
Environmental Protection ("PADEP") air quality plan approval at its Pennsylvania
plant.  During this interim status period, the Company's plants must comply with
BIF standards  regarding  emissions of particulate  matter and other parameters.
Giant and Keystone are currently pursuing RCRA Part B permits for the burning of
such fuels pursuant to the BIF regulations;  which the Company believes may take
one or more years to obtain.

         Pursuant to the BIF  regulations,  in order to maintain  interim status
permits  for the burning of  waste-derived  fuels,  the Company was  required to
perform BIF Compliance Tests ("BIF Tests") and submit Certificates of Compliance
("COC's")  in 1995 and is required  to perform BIF Tests and submit  COC's every
three years  thereafter.  The  Company  will be required to perform BIF tests in
1998. The BIF Tests results and COC's set various  operating  parameters  within
which the  Company  must  operate,  including  volumes  of  waste-derived  fuel,
qualitative aspects of waste-derived fuel and various other parameters.  The BIF
Tests are monitored by the EPA or its representative,  and the BIF Tests results
and COC's  are  subsequently  reviewed  by the EPA for  compliance  with the BIF
regulations. The Company believes its COC's are substantially in compliance with
the BIF regulations.  However,  there can be no assurance that upon EPA's review
of the  submissions,  the EPA will concur with the Company and not require a new
BIF Test or levy fines for  non-compliance.  There can be no assurance  that the
results of future BIF Tests will be successful or that future COC's will provide
favorable  operating  parameters for burning  waste-derived  fuels.  The two BIF
Tests  conducted  in 1995 cost the Company  approximately  $800,000.  Should the
Company fail a BIF Test,  it can continue to utilize  waste-derived  fuels for a
total of 720 hours including hours spent conducting a new BIF Test.

         Various  aspects  of the  Company's  operations  are  also  subject  to
regulation  under the federal  Clean Air Act, as amended  (the  "CAA").  The CAA
amendments of 1990 (the  "Amendments")  resulted in numerous changes to the CAA,
including a new federal  operating  permit  (Title V permit) and fee program for
virtually all  manufacturing  operations.  The Amendments  will likely result in
significantly  increased capital and operational  expenses for all manufacturers
in the Company's  industry in the future, the amounts of which are not presently
determinable.  In 1996, the Company's plants  submitted  detailed Title V permit
applications for air emissions.  In addition,  the EPA is developing regulations
for  certain  air  pollutants  under  the  Amendments  for a broad  spectrum  of
industrial sectors, including portland cement manufacturing and commercial waste
combustion  facilities.  The EPA has  indicated  that the new maximum  available
control technology standard ("MACT") for these pollutants under these Amendments
could require  significant  reduction of air pollutants  below  existing  levels
prevalent in the  industry,  which could have a material  adverse  effect on the
Company's  financial  condition or results of  operations.  The EPA issued draft
regulations for MACT in 1996 for public comment and requested  additional public
comment  on  alternative  approaches  in April  1997,  with  final  promulgation
expected in late 1998.

         Many of the raw materials, products, by-products, and wastes associated
with the  Company's  facilities  and  operations  contain  chemical  elements or
compounds that are regulated under the environmental laws. Some examples of such
<PAGE>

materials  are CKD and general  purpose  solvents,  which in some  instances may
contain hazardous constituents including trace metals, organics or exhibit other
hazardous waste  characteristics.  The Company has from time to time transported
or delivered certain of these materials to various on-site and off-site disposal
sites.  Treatment and disposal of hazardous  wastes generated from operations at
on-site and off-site  locations  is  additionally  subject to the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund  Amendments  and  Reauthorization  Act of 1986 ("CERCLA" ). CERCLA
imposes  joint and  several  liability  (without  regard  to  fault) on  certain
categories  of  persons  for  clean-up  costs  related  to  releases  of certain
materials at facility sites,  and for damage to natural  resources.  The Company
has been identified as a potentially responsible party at a site in Southington,
Connecticut under CERCLA. According to the EPA, it initially notified over 1,000
parties and subsequently  notified hundreds of additional  parties including the
Company,  of their potential  liabilities.  The final volumetric ranking for the
site,  dated July 1993,  indicates the Company  contributed  only .03206 percent
(3.2 one hundredths of a percent). The agent for the PRP group has estimated the
cleanup cost could range from $30 million to $100 million over the course of ten
to twelve years.  Unless a substantial  number of larger PRP's are released from
liability,  the  Company's  liability  at .03206  percent is not  expected to be
material.  In addition to CERCLA,  similar state or other environmental laws may
impose the same or even broader  liability for the  discharge,  release,  or the
mere presence of certain substances into and in the environment.

         CKD, a by-product of cement  manufacturing,  is currently excluded from
regulation as a hazardous waste under the "Bevill  Amendment" to RCRA.  However,
CKD that comes in contact with water might  produce a leachate  with an elevated
pH. In  December  1993,  the EPA issued a Report to Congress on CKD in which the
EPA concluded that risks  associated  with CKD management are generally low, but
that there is potential under certain  circumstances for CKD to pose a danger to
human health and the environment, or that it may do so in the future. On January
31, 1995 the EPA issued a Regulatory Determination on CKD. The EPA reported that
CKD  would  retain  its  status as a  "Bevill  Waste"  and  remain  exempt  from
regulation  as a  hazardous  waste  until such time as the EPA  promulgates  new
regulatory  controls.  The EPA  intends  to take a "common  sense"  approach  in
developing  a highly  tailored  set of standards  that will  "prevent  damage to
ground and potable water and reduce health risks  associated  with breathing and
ingesting  dust from cement kilns." The EPA further made it clear that it has no
problems with recycling or reuse of CKD, and that it has not limited  beneficial
uses  of  CKD;  however,  the  EPA  does  not  encourage  the  use  of CKD as an
agricultural  lime  additive.  Though the EPA  originally  intended to conduct a
typical  rule-making   process  which  would  involve   information   gathering,
eventually  followed by the development of a proposed rule and the  promulgation
of a final  rule,  the  EPA is now  considering  two  alternatives  to the  full
rule-making  process.  Under the first  alternative,  a state  with a  federally
approved  hazardous waste program would be able to oversee the management of CKD
on a site-by-site  basis,  either  through  regulation,  permit,  or enforceable
agreement.  The second  alternative  would be to create federal rules that would
set  contingent  management  standards for cement kiln dust to meet before being
exempt from  Subtitle C of the  Resource  Conservation  and  Recovery  Act.  Key
components  of management  conditions  would be based on the design of the waste
management unit, dust control practices,  and other factors. The EPA is expected
to issue a proposed  rule in late 1998,  with a final rule  anticipated  in late
1999.

         The cement industry will be vigorously  pursuing a range of regulatory,
legislative and judicial remedies because the industry continues to believe that
CKD is not a hazardous  waste,  should never be classified as a hazardous  waste
and,  therefore,  does not warrant  RCRA  Subtitle C  regulation.  The  industry
believes its voluntary enforceable agreement that was submitted to the Agency in
1995 offers a responsible  and valid approach for managing CKD outside the realm
of RCRA Subtitle C. These standards  address all possible  exposure pathways and
are fully protective of human health and the environment.  The industry is fully
committed to avoiding  regulation of CKD as a hazardous  waste while at the same
time acknowledging the need to generally improve CKD management.

         Accepted industry  practice has been to store CKD on-site.  The Company
collects  and  stores  CKD  at  its  plants  and  recycles  CKD  related  to its
operations.   Additionally,   the  Company  markets  CKD  and,  occasionally,  a
customized blend of CKD and cement under the registered trade name "StableSorb."
StableSorb is utilized by construction,  remediation,  and other contractors for
the purpose of  solidifying  soil,  wastes,  and other  materials.  Although the
potential  costs and impact of repeal of the  Bevill  Amendment  exemption  with
respect to CKD or adoption of particular EPA or State  management  standards for
CKD in the future cannot be estimated at this time,  such costs and impact could
have a material adverse effect on the Company's  financial  condition or results
of operations.

         Another  RCRA concern in the cement  industry  involves the disposal of
refractory brick containing  chromium.  Refractory brick containing chromium was
formerly  widely used in the cement  industry to line cement  kilns and has been
utilized  and  disposed  of on-site by the  Company in the past.  The  Company's
facilities  conduct  tests on all  brick  removed  from its  kilns to  determine
whether or not it is a  hazardous  waste,  and these tests have  confirmed  such
brick to be  non-hazardous  under the  applicable  RCRA  standards.  The Company
conducts these tests in accordance  with EPA standards and believes that the EPA
would reach the same conclusions.

         The Company's  quarry sites must comply with noise and dust suppression
regulations, zoning, and special use permitting requirements,  applicable mining
regulations and federal health and safety requirements  administered by the Mine
Safety and Health Administration. The Company is also obligated under certain of
its mining  permits and certain  regulations  to engage in  reclamation  of land
within the quarries upon completion of extraction and mining.

         The  burning of  hazardous  waste-derived  fuels is a key factor to the
profitability of the Company.  A substantial  reduction in the Company's ability
to substitute  hazardous  waste-derived fuels for traditional fossil fuels could
have a material adverse effect on the Company's  financial  condition or results
of  operations.  The Company  regularly  monitors  and  reviews its  operations,
procedures,  and policies for compliance with these  environmental  laws and the
Company's  operating  permits.  The Company believes that its current procedures
and practices in its operations,  including those for handling hazardous wastes,
are  substantially  in compliance with all  environmental  laws and its material
operating  permits.  There can be no  assurance,  however,  that a review of the
Company's past,  present,  or future operations by courts or federal,  state, or
local regulatory authorities will not result in determinations that could have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.  In  addition,  the  revocation  of any of the  Company's  operating
permits,  the  denial  of any  application  by the  Company  for a permit or the
failure to renew any interim permit could have a material  adverse effect on the
Company's  financial  condition  or results of  operations.  The Company  cannot
predict what  environmental laws will be enacted or adopted in the future or how
such future  environmental  laws will be administered or interpreted.  The trend
has been toward more stringent  environmental  standards.  Compliance  with more
stringent  environmental laws or more vigorous  enforcement policies or stricter
interpretation  of current  environmental  laws  could  have a material  adverse
effect on the Company's financial condition or results of operation.

         On December 8, 1997,  the Company  experienced  a fire at its hazardous
waste  storage  tank farm in Bath,  Pennsylvania.  There were no injuries and no
known environmental releases. As a result of the fire, the Company suspended its
utilization  of  hazardous  wastes as fuel and burned 100% coal in its kilns for
the last three weeks of December and is continuing to do so while system repairs
and engineering  certification  work is ongoing.  The Company and the PADEP have
entered a  consent  agreement  which  requires  the  Company  to submit  certain
information and certificates  before  commencing waste fuel operations.  Counsel
has  informed the Company  that  Keystone  has  complied  fully with the consent
agreement.  The Company  believes that the  interruption  of its hazardous waste
fuels business as a result of the fire is covered by insurance;  however,  there
can be no assurance the Company will recover its losses.  The Company expects to
incur a fine in addition to legal,  consulting and other costs  associated  with
this incident. See "Legal Proceedings."

         Safety and Health Matters.  The Company's facilities and operations are
governed by laws and regulations relating to worker health and workplace safety.
The Company believes that appropriate precautions are taken to protect employees
and others  from  harmful  exposure  to  materials  handled  and  managed at its
facilities.  The Company  does not believe  that it will be required in the near
future to expend  amounts  that are material in the  aggregate to the  Company's
overall operations by reason of such health and safety laws and regulations.

         Insurance. The Company maintains property insurance and other insurance
such as business  interruption and boiler and machinery  insurance on all of its
plants in types and amounts  believed to be customary for  companies  engaged in
similar operations. The Company also maintains environmental liability insurance
policies which,  under certain  circumstances,  provide coverage in the event of
certain off-site  environmental  damage  resulting from the facilities'  on-site
operations of $5.0 million per occurrence and $10.0 million annual  aggregate at
each of its cement  manufacturing  facilities.  The policies contain a number of
exclusions, including liabilities arising under CERCLA, fines and penalties.

         Employees.  As of December 31, 1997, the Company employed approximately
435  people.  Approximately  255 of  the  Company's  employees  are  covered  by
contracts  with labor  unions which expire on April 30, 1998 and April 30, 2000.
The Company considers  relations with employees to be satisfactory.  The Company
has  substantially  reduced  its work force from  approximately  550  persons at
December 31, 1991, to  approximately  435 persons at December 31, 1997,  through
voluntary early  retirement  programs offered to certain groups of employees and
other measures.

The Company's  cement  manufacturing,  hourly  employees are  represented by the
United  Paperworkers  International  Union  ("UPIU").  During 1997,  the Company
reached a new three-year  labor  agreement  with the hourly  employees at Giant,
granting  annual  wage  increases  averaging  3.2% over the  ensuing  three year
period.  The  agreement  between  Keystone  Cement  Company and UPIU Local 10547
expires  April 30,  1198.  While the Company  will  endeavor to  negotiate a new
agreement between Keystone Cement and the union effective May 1, 1998, there can
be no  assurance  that an  agreement  will be reached on terms  favorable to the
Company, nor can there be assurance that the Company will not incur work
<PAGE>

stoppages,  slowdowns or a strike which could have a material  adverse effect on
the Company's results of operations.


         Trademarks. While the Company has trademarks registered with the United
States and with  certain  states in which its  products  are sold,  the  Company
believes  that its products are sold  primarily on the basis of price,  and to a
lesser extent, quality and service.


         Seasonal  and Cyclical  Business.  Regional  cement  markets are highly
cyclical, experiencing volatility corresponding to regional construction cycles.
While the  impact on the  Company  of  regional  downturns  in the  construction
industry may be mitigated to some degree by the  Company's  presence in both the
Middle-Atlantic  and  South-Atlantic  markets,  profitability  is  significantly
affected  by such  construction  cycles.  In  addition,  the cement  industry is
seasonal  in  nature  primarily  due to the  effect  of  weather  conditions  on
construction activity. The Company has historically  experienced lower operating
income during the months of December,  January and February,  particularly  with
respect to its  Pennsylvania  operations  where  construction  activity  is more
significantly affected by inclement weather.

         The cement industry is highly dependent upon the level of cement demand
as a result of the high fixed costs  associated with  production.  The Company's
cost per ton of production  is directly  related to the number of tons of cement
manufactured; decreases in production increase the Company's fixed cost per ton.
Equipment  utilization  percentages  or uptime  can vary from year to year based
upon demand for the Company's products or as a result of equipment failure. Much
of the Company's significant manufacturing equipment requires long lead-times to
replace  and is very  costly to replace  or  repair.  The  Company  attempts  to
maintain sufficient spare parts inventories to avoid long periods of shutdown in
the event of equipment failure, but there can be no assurance such shutdowns can
be avoided.

Financial Information About Foreign and Domestic Operations and Export Sales

         The  Company  does  not  export   products  in  the  normal  course  of
operations;  however,  through  its  subsidiaries,  it exports an  insignificant
amount of products from time to time.

Disclosure Regarding Forward Looking Statements

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain information in Items 1, 3 and 7
of this Form  10-K  include  information  that is or could be  considered  to be
forward looking, such as the Company's development of techniques to increase the
proportion  of  higher  revenue  waste  solids  used  in its  resource  recovery
activities,  its exposure to foreign  imports,  its  anticipated  liquidity  and
capital requirements, and the results of legal proceedings. The matters referred
to  in  forward  looking   statements   could  be  affected  by  the  risks  and
uncertainties involved in the Company's business.  These risks and uncertainties
include,  but are not limited  to: the effect of  national,  regional  and local
economic  conditions,  changes  in the level of  housing  starts or  commercial,
industrial  and  infrastructure  construction  spending,   increases  in  cement
supplies  in  relation  to  demand,  possible  increases  in  shipping  rates or
interruptions in shipping  service,  the level and volatility of interest rates,
the impact of current,  pending, or future federal, state and local legislation,
policies and regulations,  interruptions in waste fuel supplies, the loss of any
operating permits or other disruptions of the Company's ability to utilize waste
fuels,  as well as  certain  other  risks  described  above in this  Item  under
"Competition", "Environmental Matters" and "Seasonal and Cyclical Business", and
below in Item 3 in "Legal Proceedings" and in Item 7 in "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations  ."  Subsequent
written  and oral  forward  looking  statements  attributable  to the Company or
persons  acting on its behalf are expressly  qualified in their  entirety by the
cautionary statements in this paragraph and elsewhere in this Form 10-K.

Executive Officers of the Registrant

         Set forth below are the  executive  officers of the  Company,  together
with their  ages,  their  positions  with the Company and the year in which they
first became an officer of the Company or its subsidiaries.

         Gary L. Pechota, 48, has served as Chairman, President, Chief Executive
Officer and a director of the Company  since its  inception  in April 1994.  Mr.
Pechota  also has  served  as  President  of  Giant  since  January  1993 and as
President of Keystone  since May 1992.  Prior to joining  Keystone,  Mr. Pechota
served as President and Chief  Executive  Officer of Dacotah Cement  Company,  a
state-owned cement company,  from January 1982 to May 1992. Mr. Pechota has been
employed in the cement industry for over 16 years.
<PAGE>

         Terry L. Kinder, 39, has served  as Vice  President,  Chief  Financial
Officer,  Secretary,  Treasurer  and a director of the Company since April 1994.
Mr. Kinder has served as Vice President, Secretary and Treasurer of Giant Group,
Ltd.  ("GROUP"),  the Company's  former parent,  from June 1986 to September 29,
1994.  From June 1989 to December  1992,  Mr. Kinder also served as President of
Giant and from June 1989 to April  1992,  he served as  President  of  Keystone.
Prior to joining  GROUP,  Mr.  Kinder was a  Certified  Public  Accountant  with
Coopers & Lybrand L.L.P. from January 1980 to June 1986.

         Richard A.  Familia,  45, has served as Vice  President,  Environmental
Affairs  of the  Company  since  April  1994.  Mr.  Familia  has also  served as
President and Chief  Operating  Officer of GRR since February 1992. From 1987 to
February  1992,  he served as  Director  of  Operations  for  various  operating
facilities of Laidlaw  Environmental  Services,  Inc., a  publicly-held  company
engaged in various  environmental  and other  businesses.  Mr.  Familia has been
employed in the environmental industry for over 20 years.


         ITEM 2.  PROPERTIES

         Harleyville,   South   Carolina   Cement   Plant.   The  Company   owns
approximately  2,100  acres of land  near  Harleyville,  South  Carolina,  where
Giant's  plant and the quarry for its primary raw material are located.  Giant's
manufacturing  plant includes crushing,  raw grinding,  finished cement grinding
and other cement processing  facilities.  The ages of the plant kilns range from
22 to 45 years.

         Bath,  Pennsylvania  Cement Plant. The Company owns  approximately 1000
acres of land located in the Bath, Pennsylvania area, where Keystone's plant and
the  quarries  for its primary raw  material  are  located.  The plant  includes
crushing,  raw grinding,  finished cement  grinding and other cement  processing
facilities. One of its cement kilns was installed in 1956 and the other in 1966.

         The  Company's  manufacturing  facilities  have an annual rated clinker
capacity of  approximately  1.4 million tons and an annual rated cement grinding
capacity of 1.7 million tons.  The Company  believes that these  facilities  are
adequately maintained and suitable for its purposes.

         Other Properties. The Company's and Giant's headquarters are located in
leased  space in  Summerville,  South  Carolina.  The  Company  also  operates a
distribution  facility on its land in Durham, North Carolina,  which has storage
facilities for  approximately  775 tons of cement,  and rents warehouse space in
Atlanta  ,  Georgia,  as  well  as in  Durham  and  Charlotte,  North  Carolina.
Keystone's offices are located in leased space in Bath, Pennsylvania.

         The majority of the Company's  assets are pledged as  collateral under
the  terms  of  financing  agreements.  (See  Note 6 of  Notes  to  Consolidated
Financial Statements)

ITEM 3. LEGAL PROCEEDINGS

         On December 8, 1997, the resource recovery operation at Keystone Cement
Company, a wholly-owned  subsidiary of Giant Cement Holding, Inc., experienced a
fire at its waste fuel  storage  tank farm.  There were no injuries and no known
environmental  damage.

         Immediately  after the incident,  Keystone ceased  utilization of waste
fuels and later entered into a negotiated  consent  agreement  with the PADEP to
halt the use of waste fuels at its plant pending an  investigation  of the cause
and determination of the appropriate corrective actions to ensure that a similar
incident does not occur in the future.  A report on the findings and recommended
corrective  actions was submitted to the PADEP on December 31, 1997.  Management
has  estimated  that costs  relating to this matter  total $1.4  million.  These
charges were fully accrued at December 31, 1997.

         In general, violations of the permit conditions or of the environmental
regulations,  even  if  immaterial  or  unintentional,   may  result  in  fines,
shutdowns, remedial actions or revocation of the permits, the loss of any one of
which  could  have a  material  adverse  effect  on  the  Company's  results  of
operations.  Keystone and the PADEP are  negotiating to resolve all  outstanding
alleged  violations  of  environmental  statutes.  In view of the early stage of
negotiations  and the inherent  difficulty  in  predicting  the outcome of these
matters, management cannot estimate what the eventual outcome will be.

         In April 1995,  the PADEP issued  Keystone an air quality plan approval
with new  requirements  for emission  rates,  operating  conditions,  and a risk
assessment.  While the new air quality plan approval left Keystone's  waste fuel
substitution  rates  intact,  Keystone  subsequently  filed an  appeal  with the
Pennsylvania  Environmental  Hearing  Board  (EHB)  challenging  certain  permit
<PAGE>

conditions as outside the PADEP's  authority,  among other things.  On March 11,
1997 the EHB entered a Partial  Consent  Adjudication  in which Keystone and the
PADEP agreed to a process to resolve all outstanding  issues.  Under the Consent
Adjudication,  Keystone  agreed  to  perform  a  multipath  risk  assessment  in
accordance  with a  negotiated  protocol  and the PADEP  agreed to  process  and
publish a permit modification  allowing Keystone to increase its hazardous waste
fuel usage to 75% of its fuel needs if the risk  assessment  meets  certain risk
thresholds.  Keystone  completed the risk assessment and filed it and the permit
modification  with the PADEP.  The PADEP has  indicated its approval of the risk
assessment. However, due to the December 8, 1997 incident, further action by the
PADEP has been postponed to May 1, 1998.

         Keystone  has  been  identified  as a PRP  under  CERCLA  at a site  in
Southington,  Connecticut.  According to the U. S. EPA Volumetric  Ranking List,
dated July 22, 1993,  Keystone's  percentage of waste disposed of at the site is
 .0302 percent (3.2  one-hundredths  of a percent) of the total  attributable  to
identifiable  parties.  Because liability under CERCLA is joint and several, the
insolvency  or  discharge  from  liability  of any other PRP could  increase the
Company's  potential  liability.  Although no assurances  can be given that this
percentage represents a limitation on Keystone's liability, the Company believes
that the final outcome of this matter will not have a material adverse effect on
the Company's financial condition or results of operations.

         The basis for the Company's estimate as to the probable effect of these
proceedings   is  its  current   analysis  of  such   proceedings.   Should  the
determination of these proceedings be adverse to the Company,  such result could
have a material adverse effect on the Company.

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

Not applicable.


                                     PART II

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

         The information  included in the section  entitled "Market and Dividend
Information" in the 1997 Annual Report is incorporated herein by reference.

ITEM 6.  SELECTED  FINANCIAL  DATA

         The information  included in the section entitled "Five-Year Summary of
Consolidated Financial Data" in the 1997 Annual Report is incorporated herein by
reference.

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

         The  information   included  in  the  section  entitled   "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1997 Annual Report is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements of the Company, quarterly results
of operations, and the Report of Independent Accountants,  appearing in the 1997
Annual Report, are incorporated herein by reference.

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

         None.



<PAGE>

                                    PART III

ITEMS 10, 11, 12 and 13.
         DIRECTORS  AND EXECUTIVE  OFFICERS OF THE  REGISTRANT;  EXECUTIVE
         COMPENSATION; SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND
         MANAGEMENT;  AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The  information   required by these items,  other than information set
forth in this Form 10-K under Item I,  "Executive  Officers of  Registrant,"  is
omitted because the Company is filing a definitive  proxy statement  pursuant to
Regulation  14A not later than 120 days after the end of the fiscal year covered
by this Report which includes the required information. The required information
contained in the Company's proxy statement is incorporated herein by reference.

                                     PART IV

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

(a)      Documents Filed as Part of this Report:

  (1)    The following  financial  statements  of  Giant  Cement  Holding,  Inc.
         required  to  be  filed   as  part of  this  Report on  Form  10-K are
         incorporated herein by reference to the 1997 Annual  Report,  attached
         hereto as Exhibit 13:

         Report of Independent Accountants

         Consolidated Balance Sheets, December 31, 1997 and 1996

         Consolidated Statements of Income,  for the  years 1997, 1996 and 1995

         Consolidated Statements of Cash Flows,  for the years 1997, 1996 and
         1995

         Consolidated Statements of Shareholders' Equity, for the years 1997,
         1996, and 1995

         Notes to Consolidated Financial Statements

         Five-Year Summary of Consolidated Financial Data

         Quarterly Results of Operations

         Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Market and Dividend Information

  (2)    The following financial statement schedule of GIANT CEMENT HOLDING,
         INC. is attached:

         Schedule II - Valuation and Qualifying  Accounts - Years ended
         December 31, 1997, 1996 and 1995

         Report of Independent Accountants
<PAGE>

(b)      Exhibits


   Exhibit
     No.  Description of Exhibit

    2.1   Form of  Agreement  and Plan of Merger  between the Company and Solite
          Corporation  (Filed as Exhibit  6(a)(2) to the Company's  Registration
          Statement on Form S-4 dated September 30, 1997 and incorporated herein
          by reference).

   *2.2   Form of  Amendment  to the  Agreement  and Plan of Merger  between the
          Company and Solite Corporation.

    3.1   Certificate  of   Incorporation   (Exhibit 3.1  to  Registration   No.
          33-78260 is incorporated herein by reference).

    3.2   By-Laws (Exhibit  3.2  to  Registration  No.  33-78260 is incorporated
          herein by reference).

      4   Specimen form  of stock  certificate  for  Common  Stock (Exhibit 4 to
          Amendment  3  to Registration  No. 33-78260  is incorporated herein by
          reference).

   10.1  Registrant's  1994  Employee  Stock  Option  Plan  (Exhibit  10.1  to
         Registration  No.  33-78260 is incorporated herein by reference).

   10.2   Registrant's  1994 Outside Director Stock Option Plan  (Exhibit  10.2
          to  Registration  No. 33-78260 is incorporated herein by reference).

   10.3   Form of Employment  Agreement between the Company and Gary L. Pechota,
          as amended (Exhibit 10.3 to the Company's  Quarterly Report  on  Form
          10-Q for the quarter ended September 30, 1997, is incorporated herein
          by reference).

   10.4   Form of Employment Agreement between the Company and Terry L.  Kinder,
          as  amended  (Exhibit  10.2  to  the  Company's Quarterly  Report  on
          Form 10-Q for the  quarter  ended September 30, 1997, is incorporated
          herein by reference).

  *10.5   Form of  Employment  Agreement  between  the Company  and  Richard A.
          Familia.


   10.6.1 Loan  and Security   Agreement,  dated November  23,  1993,   between
          Giant  and The  CIT Group/Equipment Financing,  Inc. ("CIT") (Exhibit
          10.5.1  to  Registration   No. 33-78260  is  incorporated  herein  by
          reference).

   10.6.2 Secured  Promissory  Note,  date  November  23,  1993,  from Giant to
          CIT  (Exhibit  10.5.2  to  Registration  No. 33-78260 is incorporated
          herein by reference).

   10.6.3 South Carolina  Mortgage and Security  Agreement,  dated  November 23,
          1993,  between Giant and CIT (Exhibit  10.5.3 to Registration  No.
          33-78260 is incorporated  herein by reference).

   10.6.4 Continuing  Guarantee  Agreement,  dated  November  23, 1993,  between
          Giant  and  CIT (Exhibit 10.5.4   to  Registration  No.  33-78260  is
          incorporated herein by reference).

   10.6.5 Collateral  Value  Maintenance  Agreement,  dated  November  23,1993,
          between  Giant  and  CIT (Exhibit 10.5.5 to Registration No. 33-78260
          is incorporated herein by reference).

   10.6.6 Form of First  Amendment  to  Loan  and  Security   Agreement between
          Giant and CIT  (Exhibit  10.5.6  to  Amendment  4 to Registration  No.
          33-78260  is  incorporated herein  by reference).

   10.6.7 Form of  Continuing  Guaranty  Agreement  by the  Company in favor of
          CIT  (Exhibit  10.5.7 to Amendment 4 to  Registration No. 33-78260 is
          incorporated herein by reference).

   10.6.8 Form of  Second  Amendment  to Loan and  Security  Agreement between
          Giant and CIT.

   10.6.9 Secured Promissory Note, dated August 31, 1995, from Giant to CIT.
<PAGE>

   Exhibit
     No.  Description of Exhibit

   10.7   Form of  Release  and  Indemnification  Agreement  between GROUP, KCC
          Delaware Company, and the Company (Exhibit 10.7 to   Amendment   5 to
          Registration No.  33-78260 is incorporated herein by reference).

   10.8.1 Tax Sharing Agreement,  dated  November 23, 1993, between the Company
          and GROUP (Exhibit 10.6.4 to Registration No.33-78260 is incorporated
          herein by reference).

   10.8.2 Form of Tax  Sharing and  Indemnification   Agreement   between   the
          Company and GROUP  (Exhibit 10.6.5 to Amendment 3 to Registration No.
          33-78260 is incorporated herein by reference).

   10.9   Credit Agreement,  dated  December  20, 1996,   between  GCHI, Giant,
          Keystone,  GRR, GCHI  Investments and Giant NC and SouthTrust Bank of
          Alabama  (Exhibit  10.8  to  the  Company's 1996 10-K is incorporated
          herein by reference).

  *13     Copy of the Company's  Annual Report  to  Shareholders  for  the Year
          ended December 31, 1997.

  *21     List of Subsidiaries.

  *23(a)  Consent of Coopers & Lybrand L.L.P.

  *27     Financial Data Schedule

*Filed herewith


(c)      Reports filed on Form 8-K:

         During the  quarter  ended  December  31,1997,  the  Company  filed the
         following  report on Form 8-K:  Report filed on January 21, 1998 for an
         event of December 8, 1997 reporting in Item 5 therein  Keystone  Cement
         Company's  ceasing  utilization of waste fuels due to a fire in a waste
         fuel storage tank.

(d)      Exhibits Required by Item 601 of Regulation S-K:

         Described in Item 14 (b) of this Annual Report on Form 10-K.

(e)      Separate Financial Statements and Schedules

         Not applicable.

<PAGE>




                                   SIGNATURES

         PURSUANT TO THE  REQUIREMENTS  OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT OF 1934,  THE  REGISTRANT  HAS DULY  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED.

                                       Giant Cement Holding, Inc.
                                       Registrant



Date:  March 25, 1998            By: /S/ Gary Pechota
                                     -----------------
                                     Gary Pechota
                                     Chairman


         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.


Date:  March 25, 1998            By: /S/Gary Pechota
                                     -------------------
                                     Gary Pechota
                                     Chairman of the Board,
                                     President and Chief Executive Officer
                                     (Director and Principal Executive Officer)


Date:  March 25, 1998            By: /S/Terry L. Kinder
                                     -------------------
                                     Terry L. Kinder
                                     Vice President and Chief Financial Officer
                                     Secretary and Treasurer
                                     (Director and Principal Financial and
                                     Accounting Officer)


Date:  March 25, 1998            By: /S/Dean M. Boylan
                                     -------------------
                                     Dean M. Boylan
                                     Director


Date:  March 25, 1998            By: /S/Edward Brodsky
                                     -------------------
                                     Edward Brodsky
                                     Director


Date:  March 25, 1998            By: /S/Robert L. Jones
                                     -------------------
                                     Robert L. Jones
                                     Director

<PAGE>



                           ANNUAL REPORT ON FORM 10-K

                          YEAR ENDED DECEMBER 31, 1997

                                 ITEM 14(a) (2)

                          FINANCIAL STATEMENT SCHEDULE

                           GIANT CEMENT HOLDING, INC.
<PAGE>


                           GIANT CEMENT HOLDING, INC.
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS



COL. A                      COL. B       COL. C        COL. D         COL. E
------                      ------       ------        ------         ------
                                        Additions
                          Balance at    Charged to
                          Beginning     Costs and                Balance at End
Description               of Period     Expenses     Deductions(1)   of Period
-----------               ---------     --------     ------------    ---------
Year ended December 31,
1997

Deducted from related
  current asset accounts:

Accounts receivable:
  Allowance for doubtful
  accounts                $  836,000   $   238,000  $   225,000(1) $   849,000
Allowance for cash
  discounts                  287,000     1,820,000    1,631,000(2)     476,000
                          ----------   -----------  -----------    -----------

                          $1,123,000   $ 2,058,000  $ 1,856,000    $ 1,325,000
                          ==========   ===========  ===========    ===========

Year ended December 31,
1996

Deducted from related
  current asset accounts:

Accounts receivable:
  Allowance for doubtful
    accounts              $  750,000   $   344,000  $   258,000(1) $   836,000
  Allowance for cash
    discounts                223,000     2,389,000    2,325,000(2)     287,000
                          ----------   -----------  -----------    -----------

                          $   973,000  $ 2,733,000  $ 2,583,000    $ 1,123,000
                          ===========  ===========  ===========    ===========

Year ended December 31,
1995

Deducted from related
  current asset accounts:

Accounts receivable:
  Allowance for doubtful
    accounts              $   775,000  $   157,000     $182,000(1) $   750,000
  Allowance for cash
    discounts                 219,000    1,942,000    1,938,000(2)     223,000
                          -----------  -----------  -----------    -----------

                          $   994,000  $ 2,099,000  $ 2,120,000    $   973,000
                          ===========  ===========  ===========    ===========

  Notes: (1) Uncollectible accounts written off, net of recoveries.
         (2) The Company's normal payment terms allow a $1 per ton discount
             for payment by the 10th day of the month following shipment
             (net 30), which the Company believes is a standard industry
             practice.  The deductions above represent cash discounts allowed
             for prompt payment and other allowances.

<PAGE>



REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
Giant Cement Holding, Inc.:

Our report on the  consolidated  financial  statements of Giant Cement  Holding,
Inc. has been  incorporated  by reference in this Form 10-K from the 1997 Annual
Report to  Shareholders  of Giant Cement  Holding,  Inc. In connection  with our
audits of such financial statements,  we have also audited the related financial
statement schedule listed in the index of this Form 10-K.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.

Coopers & Lybrand, L.L.P.
March 30, 1998


<PAGE>


                           GIANT CEMENT HOLDING, INC.

                                    EXHIBITS

                                       TO

                                    FORM 10-K

                                       FOR

                       FISCAL YEAR ENDED DECEMBER 31, 1997


<PAGE>


                                  EXHIBIT INDEX

  Exhibit
    No.         Description of Exhibit

   2.2          Amendment  to the  Agreement  and  Plan of  Merger  between
                the  Company  and  Solite Corporation

   10.5         Form of Employment Agreement between the Company and Richard
                A. Familia

   13           Copy   of   the   Company's   Annual   Report   to
                Shareholders for the Year ended December 31, 1997

   21           List of Subsidiaries

   23(a)        Consent of Coopers & Lybrand L.L.P.

   27           Financial Data Schedule


<PAGE>