UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

[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           

	Commission file number 1-1274-2

                                  MEDUSA CORPORATION                        
(Exact name of registrant as specified in its charter)

             OHIO                                         34-0394630        
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

3008 MONTICELLO BLVD., CLEVELAND HTS., OHIO                    44118        
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (216) 371-4000

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

		Name of each exchange
		Title of each class	  on which registered

Common Shares without par value	New York Stock Exchange

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

                                    None                                    
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes   X      No        

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

The aggregate market value of the voting stock of the registrant as of 
February 28, 1997, was $676,519,489.

The number of shares outstanding of the issuer's classes of common stock, as 
of February 28, 1997:

Common Shares without par value -- 16,966,006


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1996 Annual Report to Shareholders for the year ended 
December 31, 1996, are incorporated by reference into Parts I, II and 
IV.

Portions of the proxy statement for the annual shareholders meeting 
April 21, 1997, are incorporated by reference into Part III.


Part I

Item 1.	Business

Cement Industry Overview

Portland cement is the essential binding material used in making 
concrete, which is widely used in residential and non-residential 
construction and in public works and infrastructure projects.  Cement 
is sold primarily in bulk form to producers of ready-mix concrete and 
manufacturers of concrete products.

Cement is made in a multi-stage process that begins with the crushing, 
grinding and mixing of calcium carbonate (usually in the form of 
quarried limestone), sand, alumina, iron oxide and other materials.  
This raw materials mixture is then reacted in rotary kilns at 
extremely high temperatures.  The resulting marble-size pellet 
material (called "clinker") is cooled and ground with a small amount 
of gypsum to produce cement having the consistency of fine powder.

There are two basic methods of clinker production.  The older "wet" 
process involves mixing the raw materials with water to form a slurry 
that is reacted in the kiln.  This process involves the use of a large 
amount of fuel, but enables the raw materials to be handled and mixed 
easily.  In the more fuel-efficient "dry" process, the slurrying step is 
eliminated and clinker is produced by reacting only the dry raw 
materials.  Even more fuel-efficient processes involve preheater and 
preheater/precalciner techniques that recycle excess heat from the kiln 
to either preheat or to enhance chemical reaction of the raw materials 
prior to their introduction into the kiln.  The company estimates that, 
in general, the energy consumed to produce cement from a dry process 
preheater/precalciner kiln is approximately 40% less than a wet process 
kiln.  All the company's kilns use the dry process.

According to the U. S. Geological Survey Deptartment current report, the 
average price of a ton of portland cement in 1996, F.O.B. the point of 
sale, was $57.90.  Cement markets tend to be regional because of the low 
price of cement relative to its weight, making cost of transportation an 
important factor in the industry.  The company estimates that the 
approximate distance that one ton of cement can be transported for the 
same relative cost is 500 miles by water vessel, 60 miles by rail and 20 
miles by truck.  As a result, cement plants whose products can be 
transported only by truck or rail tend to serve relatively small 
geographic markets (typically not in excess of a 200 mile radius of the 
plant), while plants with access to water transportation are able to 
efficiently serve considerably larger geographic markets.  The market 
served by a cement plant may be extended through the use of distribution 
terminals to which cement is transferred in bulk and inventoried for 
sale to customers in surrounding areas.



PART I
Item l.   Business (continued)

Demand

Demand for cement is correlated to cyclical construction activity, 
which, in turn, is influenced largely by national and regional economic 
conditions, including (particularly in the case of residential 
construction) prevailing interest rates.  In addition, levels of 
government spending on infrastructure improvement affect cement 
consumption.  Demand for cement is also seasonal, particularly in 
northern markets where inclement weather affects construction activity.  
According to the Portland Cement Association ("PCA"), total annual 
cement consumption (i.e.: the total demand for both portland and masonry 
cements) in the United States over the past 20 years has ranged from a 
low of 65.5 million tons in 1982 to a high of 100.3 million tons in 
1996, generally corresponding to the prevailing economic conditions and 
construction activity.  Portland cement consumption in the United States 
in 1996 was estimated at 96.6 million tons, of which approximately 21% 
was used in residential construction, 24% in non-residential 
construction, and the remainder in public construction, such as 
infrastructure.

The company believes increased government spending on infrastructure 
improvement should have a favorable impact on future cement demand.  
Enactment of the Intermodal Surface Transportation Efficiency Act of 
1991, which authorized the appropriation of federal funds primarily for 
construction and improvement of highways, bridges and mass transit 
systems, reflected Congressional recognition of the need for national 
infrastructure repair and replacement.  Future demand for cement for 
infrastructure improvement will depend on the level of funding made 
available for such purpose by federal, state and local governments.  
Please refer to pages 9 and 10 of the company's Annual Report to 
Shareholders for a more detailed discussion of this subject.

Supply

According to current statistics published by the PCA, United States 
clinker production capacity decreased from 91.1 million tons to 83.1 
million tons, or by approximately 8%, from 1975 to 1995.  Statistics 
published by the U. S. Geological Survey Deptartment and the PCA 
indicate that from 1975 to 1995 the number of cement companies operating 
in the United States has dropped from 57 to 46, and in 1995 the 10 
largest of such companies accounted for approximately 59% of total 
United States production capacity for clinker.  The company believes 
that domestic production will remain inadequate to meet demand going 
into the next century.  With an approximate 11.0 million ton shortfall 
between supply and demand, imports will continue to be needed to 
supplement domestic demand.  That shortfall, the company believes, is 
due principally to the unfair dumping of imports into the United States 
during the 1980's, when the domestic industry was forced to dives



PART I

Item l.   Business (continued)

itself of a significant portion of its capacity.  Presently, with the 
dumping duties imposed against offenders by the International Trade 
Commission in 1990 and 1991, the United States industry is becoming 
healthier and is beginning to be able to afford to reinvest in itself.  
However, because of the extent of capital investment required and the 
long lead times associated with establishing new or re-opening closed 
facilities, the company only expects about 5 million tons of incremental 
domestic cement production capacity will be added over the next three to 
five years unless cement prices increase significantly on a sustained 
basis over current levels.

Imports of cement and clinker, which have had the most impact on markets 
along coastal and southern border areas of the United States, with 
ripple effects elsewhere, have varied from a high of 19% of total United 
States consumption in 1987 to a low of 8% in 1992, to an estimated 15% 
in 1996, according to the latest U. S. Geological Survey Department 
figures.  Factors influencing imports have included the effect of anti-
dumping actions brought against several foreign importers, which 
resulted in the imposition of substantial duties on cement and clinker 
imports from various countries beginning in 1990, changes in domestic 
and foreign demand, rising ocean shipping rates, and the decline in the 
value of the United States dollar relative to other currencies.  
Increased ownership of import facilities by domestic producers has also 
contributed to a more orderly flow of imports into the United States.

Cement production is capital-intensive and involves high fixed costs.  
As a result, plant capacity utilization levels are an important measure 
of a plant's profitability, since incremental sales volumes tend to 
generate increasing profit margins.  The PCA has estimated that total 
United States cement plant capacity utilization was 93.0% for 1996.

Price Trends

Due to the lack of product differentiation, competition in the cement 
industry is based largely on price.  Service and location of plants and 
terminals are also competitive factors.  Notwithstanding favorable 
construction activity during the 1980's, cement prices remained 
relatively low due to the impact of lower-priced imported cement.  Until 
1993, United States portland cement prices remained flat due to the 
downturn in general economic conditions and consequent declines in 
construction activity.  However, gradual improvement in the United 
States economy, coupled with reduced domestic production capacity and 
lower levels of imported cement, have led to supply and demand 
relationships more favorable to cement producers, resulting in increased 
cement prices.  In 1995, heavy demand coupled with limited domestic 
supply enabled the company to increase prices by 12% over 1994 levels.  
Then in 1996, with continued strong demand in our markets, price



PART I

Item l.   Business (continued)

increases that were effective April 1, 1996, and April 1, 1995, allowed 
the company's average price of cement to rise 5% over 1995.  The company
expects these favorable market conditions to continue in 1997 and have 
announced cement price increases of up to $4.00 per ton, effective April 
1, 1997, in most of its markets.


General

The company produces and sells gray portland cement and masonry cement; 
and, through various wholly-owned subsidiaries, mines, processes and 
sells coarse aggregates (crushed stone), fine aggregates (aglime), high 
calcium limestone products, home and garden and industrial limestone 
products.  The company also provides construction services for highway 
safety.  The company's operations are conducted principally in the 
eastern half of the United States.  During the past five years, cement, 
aggregates and limestone, and highway safety operations accounted for 
approximately 69% to 80%, 14% to 20%, and generally less than 10%, 
respectively, of the company's consolidated net sales.  From 1992 
through 1996, Medusa's quarterly sales as a percentage of annual sales 
have ranged from 12% to 16% during the first quarter and from 32% to 34% 
during the third quarter. 

Continued economic expansion fueled by moderate growth and low inflation 
favorably impacted the construction sector in 1996.  The housing sector 
rebounded from a lower 1995 pace as increased consumer confidence 
(attributable to increases in income and employment) and the 
availability of affordable mortgage loans spurred construction.  The 
nonresidential building (retail, industrial and office building) and 
public construction sectors remained at high levels in 1996.  Increases 
in all three sectors resulted in the third consecutive year of record-
setting cement consumption in the United States.  The company expects 
the construction cycle to flatten or continue a slightly upward trend in 
1997 as the $38 billion Federal transportation bill contains the highest 
funding level ever for highways at $20.3 billion in fiscal 1997.  Office 
building and institutional construction could increase given the low 
vacancy rates and favorable demographic patterns currently being 
experienced.  Housing however could experience a modest decline, 
reflecting a slight slowdown in the economy and some abatement of pent-
up demand.  The company believes cement consumption should remain close 
to record levels.  Cement industry fundamentals suggest high levels of 
demand, inadequate domestic production, flat imports and an environment 
which has not reached its full pricing and profit potential.  The 
housing sector provides about one quarter of the company's cement sales 
volume.



Part I

Item l.   Business (continued)

In an effort to satisfy the strong product demand, our four cement 
plants achieved a 94.4% capacity utilization in 1996.  The company's 
focused business strategy, the principal elements of which are: a 
concentration on its core business, a constant drive to lower operating 
costs, centralization of pricing decisions and the maintenance of a lean 
management organization, enable the company to position itself to 
capitalize upon favorable market conditions.  In furtherance of that 
strategy, the company realized the benefits from the completion in 1996 
of over half of the several projects designed to incrementally increase 
cement capacity as both its Clinchfield and Demopolis plants had record 
production years.  In 1996 ,the company replaced its College Park 
(Atlanta) terminal with a terminal located in Forest Park, Georgia 
(southern Atlanta market).  Completion of this terminal with its lower 
cost loading and unloading capabilities and more convenient market 
location further advances the company's low cost and customer focus 
strategies.

Cement Operations

The company ranks eighth in capacity among all United States cement 
companies and fourth in capacity among those domestically owned.  The 
company's cement operations serve markets in portions of the Great 
Lakes, the Southeast and the Western Pennsylvania/Northeastern Ohio 
portions of the United States.

Regional Markets

Great Lakes.  The Great Lakes regional market, consisting of portions of 
Michigan, Wisconsin, Ohio, Illinois, Indiana and Ontario, is served by 
the company's Charlevoix plant and its distribution network of nine 
terminals, eight of which are water-based.  The water-based terminals 
provide a very low cost alternative versus rail and/or trucking costs.  
Demand in the Great Lakes region has been steady, with very little new 
production capacity added in recent years.  In 1996, the company closed 
its Rhinelander, Wisconsin land-based cement distribution terminal.

Management believes that the Charlevoix plant is among the lowest cost 
cement production facilities in the Great Lakes region.  This is due to 
its use of a single modern preheater/precalciner kiln which provides 
significant energy savings over other dry and wet process kilns. In 
1995, Charlevoix implemented an artificial intelligence  kiln control 
system and an automated process control instrumentation system to 
enhance productivity and reduce operating costs.  The layout of the 
plant also results in an efficient utilization of manpower.  
Charlevoix's deep-water shipping location and water-based terminals 
enable 95% of cement produced to be shipped by water, the lowest cost 
method of long-distance distribution, via the Medusa Conquest or the



PART I

Item l.   Business (continued) 

Medusa Challenger.  These company owned vessels have a combined capacity 
of 20,000 tons per load.

Southeast.  The company has two plants and nine terminals in the 
Southeast regional market: the Clinchfield, Georgia plant, acquired from 
Penn Dixie Corporation and extensively rebuilt in 1972, and the 
Demopolis, Alabama plant, built in 1977 and acquired from Lafarge 
Corporation in 1993.  The Demopolis plant serves water-based terminals 
in Chattanooga, Tennessee and Decatur, Alabama with up to six river 
barges.  Together, the two plants also serve seven rail/truck terminals 
in Alabama, Florida and Georgia.  The two plants will benefit from the 
newly completed cement terminal in Forest Park, Georgia. This new 
facility has increased storage capacity and more efficient rail 
unloading capabilities that will lower handling costs.  Since the plants 
are located 240 miles apart, a number of marketing and manufacturing 
synergies exist, including the ability to alternatively ship to seven 
terminals, to specialize in certain cement products and packaging, and 
to rationalize distribution in what are the two plants' overlapping 
markets.

Largely because both the Demopolis and Clinchfield plants operate 
energy-efficient preheater kilns, management believes that they are 
among the lowest cost production facilities in the region.  In 1996, the 
Demopolis plant burned waste derived liquid fuel (WDLF) for 23% of its 
current fuel needs.  The Clinchfield plant burns waste whole tires as an 
alternative kiln fuel and has been able to reduce its coal usage by 16%.

Western Pennsylvania/Northeastern Ohio.  Significant steps were taken in 
1996 to improve the long-term profitability of the company's Wampum 
plant, located between Pittsburgh, Pennsylvania and Youngstown, Ohio, 
serving markets as far east in Pennsylvania as State College, as far 
south as Wheeling, West Virginia, and as far west in Ohio as Columbus.  
A new three-year labor agreement that contained a reduction-in-force 
agreement will allow for lower cost quarry stripping and stone hauling.  
The quarry operation was combined with the company's West Pittsburg 
aggregate operation allowing for further work force reductions, reduced 
capital spending, quarry development costs and better utilization of the 
dragline.  This 40-cubic yard dragline was placed in service in April 
1994 and replaced two smaller less efficient units at a capital 
investment of $7.0 million.  Improved efficiencies of the dragline's 
operation has provided significantly increased stone harvesting at a 
much lower cost/ton stone.  Demand in this region continues to grow 
slowly.  Supply has remained relatively constant, with no new plants or 
major capacity expansions having occurred in the last six years or 
expected by management in the foreseeable future.


PART I

Item l.   Business (continued)

Management believes that the Wampum plant's three dry kilns give it an 
operating cost advantage over its wet process competitors in the region.  
The Wampum plant also had the advantage in 1996 of obtaining about 15% 
of its coal needs from its nearby limestone quarry which contains coal 
reserves.  Since 1985, the Wampum plant has burned WDLF, supplying about 
32% of its fuel needs in 1996.

Energy

Cement manufacturing is an energy intensive process, using fuel to fire 
kilns and electricity to grind raw materials into kiln fuel and clinker 
into finished cement.  The company has been an innovator in burning 
alternative fuels, such as WDLF and whole tires at its plants as a coal 
replacement.  The company has burned whole tires at its Clinchfield 
plant since 1990.  The company has entered into arrangements with 
independent contractors (which, in turn, contract with suppliers of 
alternative fuel) which allow the company to reduce its energy costs by 
receiving WDLF either at a profit through tipping fees or at a nominal 
charge. In 1985, at its Wampum cement plant, the company became one of 
the first such facilities to burn WDLF.  The company also burns WDLF at 
its Demopolis plant.  The favorable economics of burning WDLF are 
significantly influenced by the tipping fees, which have been declining, 
the cost of environmental regulation, which has been increasing and a 
small reduction in maximum clinker output when burning WDLF. The company 
is constantly evaluating the potential for and use of alternative 
fuels in its ongoing effort to help conserve scarce natural resources, 
utilize waste in a productive manner and reduce materials that might 
otherwise take up valuable space in landfills.  The company will use 
alternative fuels where it is environmentally and economically prudent 
and provided it continues to permit the company to maintain the safe 
and profitable operation of its facilities.  The company also seeks to 
minimize its energy costs by running its grinding mills, whenever 
possible, during off-peak demand periods.

Customers and Marketing

The company's cement operations have over 1,400 customers which are 
primarily ready-mix concrete dealers.  No single customer accounts for 
more than 4% of total consolidated sales.  The company's marketing 
efforts are focused on maximizing profitability, rather than market 
share.  This sales strategy is facilitated by the company's policy that 
pricing decisions (including the decision whether to meet lower 
competitive prices) are made only in the company's Cleveland 
headquarters.  Further, decisions whether to extend credit are made 
centrally by financial management.  Sales personnel are critical in 
developing and maintaining relationships with, and providing technical



Part I

Item l.   Business (continued)

assistance to, customers.  They also facilitate production planning by 
meeting with customers regularly to discuss future requirements.

Construction Aggregates

Through a wholly-owned subsidiary, Medusa Aggregates Company, the 
company operates nine crushed stone plants in Bardstown, Butler, Bowling 
Green (two plants) and Hartford, Kentucky; Columbia, Missouri; Lenoir, 
North Carolina; and West Pittsburg, Pennsylvania.  These operations 
mine, crush, screen and sell various sizes of aggregates to the 
construction industry, primarily to road builders for use in asphalt and 
concrete paving, road and base material, drainage blankets, erosion 
control and assorted small-volume applications.  The company is a major 
supplier of these products in all of the markets in which it operates.  
Management believes the company to be among the low-cost producers in 
its primary markets and that it has achieved this result through 
constant review of its competitive position and the installation of cost 
improving plant modifications.  The total capacity of the company's 
aggregate plants is approximately 3,800 tons per hour, or in excess of 6 
million tons annually.  Approximately 13% of the company's total 
construction aggregate capacity is covered by mineral reserves of over 
50 years, 18% is covered by reserves of from 25 to 50 years, 46% is 
covered by reserves from 10 to 25 years and 23% is covered by reserves 
under 10 years.  Most aggregates are generally sold within a radius of 
25 miles of the plant and are shipped to customers primarily by truck.

During the second quarter of 1996, the company completed its rebuild of 
the Bardstown, Kentucky plant providing among other things better 
operating efficiencies and locating the major operating components of 
the plant closer to the stone reserves.

Industrial Materials

Through a wholly-owned subsidiary, Medusa Minerals Company (formerly The 
Thomasville Stone and Lime Company) ("Minerals"), the company mines and 
processes high calcium limestone from an underground deposit possessing 
chemical purity and whiteness at Thomasville, Pennsylvania.  Chemical 
grade limestone is used by customers to manufacture white cement, supply 
calcium for livestock and poultry feeds, and neutralize soil for more 
efficient crop production.  White stone is pulverized to a fine powder 
and used in joint compound, caulk, carpet padding, floor tile and paper.  
Chemical stone is packaged for lawn application and white stone is 
processed and packaged for use as a decorative mulch by homeowners and 
landscaped contractors.  Limestone which does not meet chemical and 
color specifications is reduced to powder and used as a filler by



PART I

Item l.   Business (continued)

manufacturers of asphalt shingles.  Industrial minerals are marketed 
primarily in the mid-Atlantic states.  Thomasville now has 14 products 
serving over 30 specialized agricultural, white cement, home 
improvement, consumer products and environmental markets.

In January 1997, the company acquired Lime Crest Corporation located in 
a Sparta, New Jersey.  The operation consists of a 400 acre quarry 
located in Sparta, New Jersey and a 200 acre quarry located in Franklin, 
New Jersey.  The Sparta location also contains a limestone pelletizing 
plant.  Products include construction aggregates, bulk and packaged 
aglime, decorative stone, washed sand, water conditioning products and 
industrial fillers.  A major portion of its home and garden products are 
sold through specialty retailers.  The combined operations provide the 
company with a major presence in home and garden and industrial 
limestone products in the eastern half of the United States.

Highway Safety Construction

The James H. Drew Corporation ("Drew"), a wholly-owned subsidiary of the 
company, operates generally in the mid-western states installing highway 
safety systems such as guardrail, traffic signals, signs, and highway 
lighting.  Although Drew functions primarily as a subcontractor to 
paving and bridge contractors, approximately 30% of its work is bid 
directly to state highway departments and municipalities.

Competition

Generally, market conditions in the cement and construction aggregate 
industry are cyclical and highly price-competitive.  Because there is 
generally no product differentiation, these products are marketed as 
commodities, with price as the principal method of competition.  To some 
extent, factors other than price, such as service, delivery time and 
proximity to the customer are competitively important.  The number and 
size of the company's competitors differ from market area to market 
area.  The company estimates that it competes with 28 cement 
manufacturers in its overall market areas and between 5 and 10 producers 
within each sales region.  Competitors include domestic and foreign 
producers and importers.  Because cement has a low value-to-weight 
ratio, cement companies with access to water-based transportation have a 
significant advantage in shipping over land-locked plants and terminals.

Short-Term Borrowings

During 1996 and 1995, the company had no short-term borrowings.


PART I

Item l.   Business (continued)

Capital Expenditures

In 1996, Medusa's capital expenditures were approximately $13.3 million 
in its cement operations and $3.7 million in its aggregates operations.  
For 1995, Medusa's capital expenditures were approximately $21.2 million 
in its cement operations and $3.9 million in its aggregates operations.

Backlog

Backlog for Medusa and its subsidiaries totaled approximately $15.8 
million as of December 31, 1996, compared with $12.2 million as of 
December 31, 1995.  Management does not believe that backlog is material 
to an understanding of Medusa's business, because long-term contracts 
generally comprise only a small portion of total sales.

Raw Materials

The principal raw materials used by the company in the manufacture of 
cement are limestone or other calcareous materials, clay or shale, sand, 
iron ore, and gypsum.  Owned reserves of limestone and clay or shale are 
available at or near all of the company's cement plants, while other raw 
materials are readily available for local purchase by the company at all 
of its plant locations.  

Employees

As of December 31, 1996, the company had about 1,100 employees.  The 
company's business is seasonal and employment therefore declines from 
August 31 to December 31 of each year.  Most of the company's hourly 
employees in its cement operations are represented by labor unions.  
During 1996, the company entered into a labor agreements with the local 
union of the United Cement, Lime, Gypsum and Allied Workers Division 
(International Brotherhood of Boilermakers, Iron Ship Builders, 
Blacksmiths, Forgers and Helpers, AFL-CIO) covering the hourly workers 
at the Wampum and Demopolis plants.  Wampum's agreement is a three-year 
agreement expiring April 30, 1999.  A four-year agreement expiring April 
30, 2000 was negotiated for the Demopolis plant.  A new four-year 
contract with the United Steel Workers of America Local #13051-7 
covering the Minerals (formerly Thomasville) hourly employees expires on 
April 30, 2000.



PART I

Item l.   Business (continued)

Environmental Matters

The information contained in the company's 1996 Annual Report to 
Shareholders, Management's Discussion and Analysis, under "Environmental 
Matters" pages 22 and 23 is hereby incorporated by reference.



Item 2.    Properties

Medusa's principal physical properties are utilized by its cement 
manufacturing operations. 

These operations consist of four cement plants and a total of 20 
distribution terminals (excluding Orlando, Florida terminal closed 
February 1995).  All four of the company's plants are fully integrated, 
from limestone mining through bulk cement production, and all possess at 
least 50 years of limestone reserves.  The annual rated cement and 
clinker capacities of Medusa as of February 28, 1997, are shown in the 
following table:

Regional			Capacity in Tons
Market  	Plant Location	 Clinker 	  Cement 	Kiln Type
Great Lakes	Charlevoix, Michigan	 1,395,000	1,465,000		Preheater/precalciner
Southeast	Demopolis, Alabama	 824,000	868,000		Preheater
Southeast	Clinchfield, Georgia	620,000        	809,000		Preheater
W. PA/N.E. OH	Wampum, Pennsylvania	   722,000	  750,000		Long-Dry
		 		3,561,000	3,892,000

"Annual rated capacity" is defined as the annual output of cement or 
clinker theoretically to be achieved from full operation of a facility 
after giving consideration to such factors as down-time for regular 
maintenance, location and climatic conditions bearing upon the number of 
days per year during which the particular plant may be expected to 
operate, and actual historical performance. Cement plant capacities are 
evaluated periodically taking into account actual experience in 
producing cement, plant modifications and innovations, and other 
factors.

During 1996, the company continued to demolish its wet process kiln at 
Clinchfield.  This kiln has not been operated in over 10 years.

The company's cement plants, as a group, operated at 94.4% of annual 
rated clinker capacity in 1996 (95.0% in 1995).


Part I

Properties (continued)

The Wampum and Clinchfield cement manufacturing plants are equipped to 
ship products by either rail or truck.  The Charlevoix plant can ship 
products by water or truck.  The Demopolis plant can ship products by 
water, rail or truck,  The plants are well maintained and in good 
operating condition.  There have been no physical changes in quarrying 
techniques over the past several years, nor is it anticipated that there
will be any changes which would materially affect the cost of 
production.  All plants operate their own quarries, located adjacent to 
each of the plants.

During 1996, The company operated at 37 locations in 13 states and 
Canada.  Property, including those described above, is as follows: 

                   Number of buildings             291
                   Square feet of buildings  1,297,183
                   Total acreage                14,100

Of the total acreage above, approximately 791 acres are leased.


Item 3.    Legal Proceedings

See "Environmental Matters" section under Item 1. Business, above.



PART I

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

There were no matters submitted to a vote of security holders during the 
fourth quarter of 1996. 

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the registrant are as follows:



    
Robert S. Evans	  Chairman and Chief	       Chairman & Chief Executive	  53
	                   Executive Officer	         Officer, Medusa Corporation:
		                                             Chairman and Chief Executive
		                                             Officer, Crane Co. (Diversified
		                                             Manufacturer of Engineered
		                                             Products).

George E. Uding,	  President and Chief	     President and Chief Operating	65
  Jr.	               Operating Officer	        Officer of the company;
		                                             formerly Senior Vice President, 
		                                             Essroc Corporation.
		   
Robert J. Kane	    Senior Vice	             Senior Vice President of the	47
	                    President             	   Company and President of Medusa
		                                             Cement Group; previously Vice
		                                             President of the company and
		                                             President of Medusa Aggregates
		                                             Group; Vice-President and
                                          		   Controller of Medusa Aggregates
		                                             Company, a subsidiary.

John P. Siegfried	Vice President	           Vice President, Secretary		58
	                   Secretary and          	   and General Counsel of the
	                   General Counsel        	   company; previously Corporate
		                                             Attorney and Assistant Secretary
		                                             of the company.

Dennis R. Knight	Vice President	            Vice President of the company;	51
		                                            and President of Medusa
		                                            Aggregates group; formerly
		                                            Regional Vice President -
		                                            General Manager Vulcan Materials
		                                            (Wisconsin, Indiana, Central
		                                            Illinois and Iowa).



PART I

Item 4.    Submission of Matters to a Vote of Security Holders
		(continued)


R. Breck Denny	Vice President	              Vice President-Finance and		48
 	               Finance and              	   Treasurer, (Chief Financial
              	  Treasurer                	   Officer) of the company;
		                                            previously Director of
		                                            Strategic Planning, Medusa
		                                            Corporation; formerly Vice
		                                            President - Advisory, Mergers
		                                            and Acquisitions, J.P. Morgan

Alan E. Redeker	Vice President	             Vice President of the company	53
		                                            and Vice President
		                                            Manufacturing, Medusa Cement
		                                            Company, a division; formerly
		                                            General Manager of Northern
		                                            California operations of
		                                            Associated Concrete Products
                                         		   and held various positions at
		                                            Kaiser Cement Corporation.

Richard A. Brown	Vice President            	Vice President - Human		49
		                                            Resources of the company;
		                                            previously Director of
		                                            Human Resources

All executive officers serve at the pleasure of the Board of Directors with 
no fixed term of office.


	PART II

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

Market prices and dividends paid for the company's common shares are 
hereby incorporated by reference to page 24 of the 1996 Annual Report to 
Shareholders.  The number of shareholders is 4,457 as of February 28, 
1997.  On February 26, 1996, the Board of Directors increased the 
company's quarterly dividend 25% to $.15 per common share.

Items 6 through 8.  Selected Financial Data; Management's Discussion
            and Analysis of Results of Operations and Financial 
            Condition; Financial Statements and Supplementary Data

The information required by Items 6 through 8 is hereby incorporated by 
reference to pages 11 through 24 of the 1996 Annual Report to 
Shareholders.

Item 9.    Disagreements on Accounting and Financial Disclosure 

	None

	PART III

Item 10.    (a)Directors of Registrant

The information required by Item 10(a) has been omitted from this report 
as the company will file with the Commission a definitive proxy 
statement pursuant to Regulation 14A. 

            (b)Executive Officers of the Registrant

Included pursuant to Instruction 3 to paragraph (b) of Item 401 to 
Regulation S-K under Part I above. 

Item 11.   Executive Compensation

The information required by Item 11 has been omitted from this report as 
the company will file with the Commission a definitive proxy statement 
pursuant to Regulation 14A. 

Item 12.   Security Ownership of Certain Beneficial Owners and 
           Management

The information required by Item 12 has been omitted from this report as 
the company will file with the Commission a definitive proxy statement 
pursuant to Regulation 14A.



	PART III

Item 13.   Certain Relationships and Related Transactions

The information required by Item 13 has been omitted from this 
report as the company will file with the Commission a definitive proxy 
statement pursuant to Regulation 14A. 


                                  PART IV

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

                                                                    Page
a)Financial Statements and Schedules 

The consolidated balance sheets of Medusa Corporation and 
subsidiaries as of December 31, 1996 and 1995 and the related 
consolidated statements of income, shareholders' equity and of 
cash flows for each of the three years in the period ended 
December 31, 1995 and the Independent Auditors' Report relating 
thereto, appearing on Pages 11 through 20 of Medusa Corporation's 
1996 Annual Report to Shareholders are incorporated herein by 
reference. 

Independent Auditors' Report on Financial Statement Schedule...	18

Schedule VIII Valuation and Qualifying Accounts................	19

All other statements and schedules for which provision is made in the 
applicable regulations of the Securities and Exchange Commission have 
been omitted because they are not required under related instructions or 
are inapplicable, or the information is shown in the consolidated 
financial statements and related financial review. 

(b) No Reports on Form 8-K were filed during last quarter of 1996:

(c) Exhibits to Form 10-K:
        Exhibit 11 - Statement Re Computation of Per Share Earnings
        Exhibit 13 - Annual Report to Shareholders for the Year Ended
                     December 31, 1996
        Exhibit 21 - Subsidiaries of the Registrant 



PART IV

(d) Financial Statements Required by Regulation S-X which are excluded from the 
Annual Report to Shareholders by Rule 14a-3(b): 

       Not applicable.


SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the Securities Act 
of 1934, the registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized.

MEDUSA CORPORATION
(Registrant)

                              Robert S. Evans      
                              Robert S. Evans
                              Chairman, Chief Executive
                              Officer and a Director

                              Date March 21, 1997        

	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.

-Officers-


R. Breck Denny           George E. Uding, Jr.       Edward A. Doles 
R. Breck Denny           George E. Uding, Jr.       Edward A. Doles 
Vice President-Finance   President, and Chief       Corporate Controller
and Treasurer            Operating Officer and a
                         Director

Date March 25, 1997      Date March 25, 1997          Date March 25, 1997  
  

-DIRECTORS-

Mone Anathan, III             E. Thayer Bigelow, Jr.        Richard S. Forte'
Mone Anathan, III             E. Thayer Bigelow, Jr.        Richard S. Forte'

Date March 21, 1997           Date March 21, 1997           Date March 24, 1997

Dorsey R. Gardner             Jean Gaulin                   Dwight C. Minton
Dorsey R. Gardner             Jean Gaulin                   Dwight C. Minton

Date March 24, 1997           Date March 25, 1997           Date March 21, 1997

Charles J. Queenan, Jr.       Boris Yavitz          
Charles J. Queenan, Jr.       Boris Yavitz

Date March 24, 1997           Date March 24, 1997




INDEPENDENT AUDITORS' REPORT 
 
To the Shareholders and Board of Directors of Medusa Corporation:

We have audited the consolidated financial statements of Medusa 
Corporation and subsidiaries as of December 31, 1996 and 1995 and for 
each of the three years in the period ended December 31, 1996, and have 
issued our report thereon dated January 27, 1997; such financial 
statements and report are included in your 1996 Annual Report to 
Shareholders and are incorporated herein by reference.  Our audits also 
included the consolidated financial statement schedule of Medusa 
Corporation and subsidiaries, listed in Item 14(a).  This financial 
statement schedule is the responsibility of the company's management.  
Our responsibility is to express an opinion based on our audits.  In our 
opinion, such consolidated financial statement schedule, when considered 
in relation to the basic financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein. 




Deloitte & Touche LLP

Deloitte & Touche LLP

Cleveland, Ohio 
January 27, 1997 


















<TABLE>
<CAPTION>


	MEDUSA CORPORATION AND SUBSIDIARIES
	SCHEDULE VIII -  VALUATION AND QUALIFYING ACCOUNTS


	YEARS ENDED DECEMBER 31,

                                 Balance at   Additions (deductions)                   Balance at
                                 beginning    charged (credited) to   (deductions)-      end of 
DESCRIPTION                       of year      costs and expenses       additions         year  

1996 

  Deducted from Asset Accounts:
    Allowances for Doubtful 
      <S>                        <C>             <C>                  <C>             <C>             
      Accounts                   $  351,257      $   141,090 (A)      $  (141,707)(C) $  350,640

    Reserve for Cash Discounts      185,408                              (185,408)(B)
    Reserve for Policy
      Adjustments                    72,033          750,591                             822,624
          TOTAL                  $  608,698      $   891,681          $  (327,115)    $1,173,264

1995
  Deducted from Asset Accounts:                                                 
    Allowances for Doubtful
      Accounts                   $  228,503      $   122,754 (A)      $               $  351,257

    Reserve for Cash Discounts      209,570          (24,162)                            185,408
    Reserve for Policy
      Adjustments                    80,719           (8,686)                             72,033
          TOTAL                  $  518,792      $    89,906          $         0     $  608,698

1994

  Deducted from Asset Accounts:                                                   
    Allowances for Doubtful
      Accounts                   $  221,203      $     7,300 (A)      $               $  228,503
                                                                                     
    Reserve for Cash Discounts      212,776           (3,206)                            209,570
    Reserve for Policy
      Adjustments                    83,438           (2,719)                             80,719
          TOTAL                  $  517,417      $     1,375          $         0     $  518,792

</TABLE>
Note A - Additional reserve based on receivable balance.
Note B - Adjust company receivables to net vs gross.
Note C - Portion of reserve no longer considered necessary.



	MEDUSA CORPORATION AND SUBSIDIARIES
	Exhibit 11 to Form 10-K

	COMPUTATION OF EARNINGS PER COMMON SHARE

	(in thousands, except per share amounts)

                                          Years Ended December 31  
                                        1996        1995       1994 
Primary
Earnings
  Income before extraordinary item    $54,260     $43,212    $29,880
  Extraordinary item                   (1,770)          -          -
  Net income                          $52,490     $43,212    $29,880

Shares
Weighted average number of
  common shares outstanding            16,054      16,018     16,334

Additional shares
  assuming conversion of:
    stock options                         127         121        206

Average common shares
  outstanding and equivalents          16,181      16,139     16,540

Primary:
  Before extraordinary item           $  3.35     $  2.68    $  1.81
  Extraordinary item                     (.11)          -          -
  Net income per share                $  3.24     $  2.68    $  1.81

Fully Diluted
Earnings
  Income before extraordinary item    $54,260     $43,212    $29,880
  Extraordinary item                   (1,770)          -          -
  Interest on convertible
    subordinated notes, net of taxes    2,137       2,336      2,249
  Pro forma net income
    available to common stock         $54,627     $45,548    $32,129

Shares
Weighted average number of
  common shares outstanding            16,054      16,018     16,334

Additional shares
  assuming conversion of:
    stock options                         151         139        221
    convertible notes                   1,587       1,736      1,736
Average common shares
  outstanding and equivalents          17,792      17,893     18,291

Fully diluted:
  Before extraordinary item           $  3.17     $  2.55    $  1.76
  Extraordinary item                     (.10)          -          -
  Fully diluted net increase
    per share                         $  3.07     $  2.55    $  1.76




	MEDUSA CORPORATION AND SUBSIDIARIES
	Exhibit 21 to Form 10-K
	Subsidiaries of the Registrant
	December 31, 1996






    The following is a list of active subsidiaries of the Registrant and 
their jurisdiction of incorporation.  All of these subsidiaries are wholly-
owned, directly or indirectly, and are included in the consolidated financial 
statements.


	Cement Transit Company	Delaware

	James H. Drew Corporation	Indiana

	Medusa Aggregates Company	Iowa

	Medusa Minerals Company	Maryland

	Canadian Medusa Cement Limited	Ontario, Canada

	Medusa-Citadel, Inc.		Alabama

	Medusa-Crescent, Inc.		Pennsylvania

	Medusa Aggregates LLC		Pennsylvania

	Medusa Portland Cement Company	Michigan
















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