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, 1995

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 January 
31, 1996, was $455,512,372.

The number of shares outstanding of the issuer's classes of common stock, as 
of January 31, 1996:

Common Shares without par value -- 16,341,251


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1995 Annual Report to Shareholders for the year ended 
December 31, 1995, are incorporated by reference into Parts II and IV.

Portions of the proxy statement for the annual shareholders meeting 
May 6, 1996, 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 (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 United States Bureau of Mines' current report, the 
average price of a ton of portland cement in 1994, F.O.B. the point of 
sale, was $55.40.  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 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 95.0 million tons in 1995, 
generally corresponding to the prevailing economic conditions and 
construction activity.  Portland cement consumption in the United States 
in 1995 was estimated at 91.7 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.

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 9%, from 1975 to 1994.  Statistics 
published by the United States Bureau of Mines and the PCA indicate that 
from 1975 to 1994 the number of cement companies operating in the United 
States has dropped from 57 to 47, and in 1994 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 7.7 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 divest itself of a significant 
portion of its capacity.  Presently, with the dumping duties imposed 
PART I

Item l.   Business (continued)

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 does 
not expect that significant additional domestic cement production 
capacity will be added 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 16% 
in 1995, according to the latest Bureau of Mining 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 90.0% for 1995.

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, due to heavy demand coupled with limited 
domestic supply, the company was able to increase prices by 12% over 
1994 levels, with price increases of up to $5.00 per ton in most of our 
markets on April 1, 1994, increases up to $5.00 per ton on August 1, 
1994 in our Southeastern markets and another increase of $5.00 to $8.00 
per ton on April 1, 1995, in most of our markets.  The company expects 
PART I

Item l.   Business (continued)

these favorable market conditions to continue in 1996 and have announced 
cement price increases of up to $5.00 per ton, effective April 1, 1996, 
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) and 
high calcium 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 1991 through 1995, 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. 

Construction activity increased modestly in 1995, in spite of concern 
over high interest rates, which led to a slowdown in the housing sector.  
As indicated, tight supply conditions along with record demand resulted 
in upward pricing and record profits.  The company expects the 
construction cycle to continue its upward trend in 1996, highlighted by 
a modest housing recovery and slight increases in infrastructure and  
commercial activity.  Infrastructure construction and, to a lesser 
extent, commercial building, appears to be less sensitive to interest 
rates than housing.  The housing sector provides about one quarter of 
the company's sales volume. 

In an effort to satisfy the strong product demand, our four cement 
plants achieved a 95.0% capacity utilization.  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 expects to realize more of the benefits from the 
completion in 1996 of about half of the several projects designed to 
incrementally increase cement capacity by 6-8%.

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

Part I

Item l.   Business (continued)

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 ten 
terminals, eight of which are water based.  Demand in the Great Lakes 
region has been steady, with very little new production capacity added 
in recent years.

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 
Medusa Challenger.  These company owned vessels have a combined capacity 
of 20,000 tons.  The company has made substantial distribution 
improvements that include the conversion of the company's cement barge, 
the Medusa Conquest, in 1987, and its subsequent modification to a more 
efficient tug/barge system in 1992.  This subsequent modification 
increased the utilization of the barge by enabling it to operate in 
inclement weather.  The company has also expanded its distribution 
system with the construction of the Toledo, Ohio terminal in 1985, the 
Owen Sound, Ontario terminal in 1991, and the doubling of the capacity 
of the Cleveland, Ohio terminal in 1992.

Southeast.  The company has two plants and nine terminals (excluding the 
Orlando, Florida facility closed in February, 1995) 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 
February 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 should benefit from the 
completion in mid-1996 of a new cement terminal in Atlanta, Georgia. 
This new facility will replace the current terminal and will have 
increased storage capacity and more efficient rail unloading 
capabilities that will lower handling costs.  Since the plants are

PART I

Item l.   Business (continued) 

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 1995, the 
Demopolis plant burned waste derived liquid fuel (WDLF) for 27% 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 10%.

Western Pennsylvania/Northeastern Ohio.  The company's Wampum plant is 
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.  While 
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 five years or expected by management in the 
foreseeable future.

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 1995 of obtaining about 21% 
of its coal needs from its nearby limestone quarry which contains coal 
reserves.  Since 1985, the Wampum plant has burned WDLF, supplying 31% 
of its fuel needs in 1995.   The company erected at the Wampum limestone 
quarry a large (40-cubic yard) dragline, replacing two smaller less 
efficient units.  This $7.0 million capital improvement was placed in 
operation in April 1994.

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,



PART I

Item l.   Business (continued)

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 capacity 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 1,350 customers which are 
primarily ready-mix concrete dealers.  No single customer accounts for 
more than 6% 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 
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 3,400 tons per hour, or in excess of 5 
million tons annually.  Approximately 15% of the company's total 
construction aggregate capacity is covered by mineral reserves of over 

Part I

Item l.   Business (continued)

50 years, 32% is covered by reserves of from 25 to 50 years, 27% is 
covered by reserves from 10 to 25 years and 26% 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.   

In 1995, the company closed its sand and gravel plant at Edinburg, 
Pennsylvania, which was experiencing continued operating losses.

Industrial Materials

Through a wholly-owned subsidiary, Thomasville Stone and Lime Company 
("Thomasville"), 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 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.

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, highway 
lighting and raised pavement markers.  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 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




PART I

Item l.   Business (continued)

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 1995 and 1994, the company had no short-term borrowings.  In 
1993, short-term borrowings' weighted average interest rate was 5.08%. 

Capital Expenditures

In 1995, Medusa's capital expenditures were approximately $21.2 million 
in its cement operations and $3.9 million in its aggregates operations.  
For 1994, Medusa's capital expenditures were approximately $12.0 million 
in its cement operations and $2.1 million in its aggregates operations.

Backlog

Backlog for Medusa and its subsidiaries totaled approximately $12.2 
million as of December 31, 1995, compared with $10.5 million as of 
December 31, 1994.  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, 1995, 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 1994, the company entered into new four-year labor agreements 
with the local union of the United Cement, Lime, Gypsum and Allied 
Workers Division (International Brotherhood of Boilermakers, Iron Ship 

PART I

Item l.   Business (continued)

Builders, Blacksmiths, Forgers and Helpers, AFL-CIO) covering the hourly
workers at the Clinchfield and Charlevoix plants, expiring April 30, 
1998.  Contracts with the locals of the same national union covering the 
hourly employees at the Wampum and Demopolis plants expire on April 30, 
1996.  The contract with the United Steel Workers of America Local 
#13051-7 covering Thomasville hourly employees expires on March 31, 
1996.

Environmental Matters

Charlevoix Plant

Fuel Release.  On June 21, 1991, the Company discovered and immediately 
filed a report with the Michigan Department of Natural Resources 
("MDNR") relating to a release of #2 fuel oil which occurred on the 
property of the Charlevoix plant.  The matter was investigated both by 
the MDNR and the U.S. Environmental Protection Agency, Region 5 ("EPA"), 
and such investigations have been completed.  Under MDNR supervision, 
the Company immediately began to undertake preventive measures to 
preclude migration of the oil off the plant property or to surface 
water.  Available data indicate that these measures are working to 
preclude such migration.  The MDNR has requested that the Company make a 
proposal for long-term remediation of the oil release.  The company has 
retained environmental remediation consultants to conduct a study for 
review by the MDNR.  In December 1993, the company established on its 
books a contingent liability for $1.4 million, or $.06 per common share, 
for environmental remediation of the release of #2 fuel oil.  This 
charge represents the company's current estimate of such remediation 
costs.  As additional information becomes available, changes in the 
estimate of that liability may be required.  The company is continuing 
to examine remediation alternatives at the site, none of which at this 
time are expected to have any material effect on the company's financial 
condition, results of operations, or liquidity.

Prevention of Significant Deterioration.  On September 8, 1994, the 
company received a Notice of Violation ("NOV") from the EPA.  The NOV 
alleged the company's Charlevoix, Michigan cement plant to be in 
violation of the Michigan State Implementation Plan and Part C of the 
federal Clean Air Act with respect to Prevention of Significant 
Deterioration ("PSD"), concerning sulphur dioxide ("SO2") emissions.  
The company modified the Charlevoix plant in 1978 without filing for PSD 
review in reliance upon a consultant's advice that SO2 emissions would 
not increase.  Recent emissions tests, disclosed to the Michigan 
Department of Natural Resources ("MDNR") and the EPA, indicate that SO2 
emissions did increase.  A study by an independent consultant



Part I
Item l.   Business (continued)

demonstrates that the current SO2 emissions from the Charlevoix plant do 
not violate either the PSD increment or the National Ambient Air Quality
Standard.  Therefore, neither the health, safety and welfare of the 
community nor the environment are impaired.  The company has filed for a
revised air emissions permit and is cooperating with MDNR and EPA 
investigations. 

Cement Kiln Dust.  On February 1, 1995, the EPA announced its decision 
to regulate Cement Kiln Dust ("CKD") as a hazardous waste under Subtitle 
C of the Resource Conservation and Recovery Act ("RCRA"), using tailored 
regulations site-specific to each U.S. cement plant.  CKD is a product 
of cement kilns which is collected in air emissions control devices 
(baghouses and electrostatic precipitators).  Previously, CKD had been 
exempt from regulation as a hazardous waste under an 1980 amendment to 
RCRA (the so-called "Bevill Amendment") as a high volume/low toxicity 
solid waste.  The cement industry, including the company, have offered a 
contract to EPA (on an individual company and cement plant site basis) 
which would be used in lieu of EPA-promulgated regulation to enforce 
certain voluntary CKD landfill disposal guidelines previously developed 
by the cement industry.  Until either the contract or the regulation 
becomes enforceable, CKD remains exempt from regulation as a hazardous 
waste under the Bevill Amendment.  While the disposal standards 
contained in the regulation/contract and the effective date of the 
regulation/contract remain uncertain, the company nonetheless made a 
preliminary review to determine whether or not the regulation/contract 
is likely to have a material effect on the company's results of 
operations, financial condition or liquidity.  The company has 
preliminarily concluded that the CKD regulation/contract is unlikely to 
have a material effect on the operations of the company's Demopolis, 
Alabama, Clinchfield, Georgia and Wampum, Pennsylvania cement plants.  
However, based upon the significant volume of CKD currently generated at 
the company's Charlevoix, Michigan cement plant and the characteristics 
of the local geology, the company cannot now conclude, based upon its 
preliminary evaluation, whether or not the CKD regulation/contract is 
likely to have a material effect on Charlevoix plant operations.  
Moreover, due to the size and importance of the Charlevoix plant to the 
company's overall operations, the company is currently unable to 
determine whether or not the CKD regulation/contract is likely to have a 
material effect on the company's results of operations, financial 
condition or liquidity.  The company has begun the process of evaluating 
raw material replacements at the Charlevoix plant which could reduce the 
generation of CKD.  The company is also cooperating with other members 
of the cement industry to seek a reversal of the EPA's February 1, 1995, 
action via judicial or legislative means.

Opacity Notification.  On January 2, 1996, the company received a 
notification from the Pennsylvania Department of Environmental


PART I

Item l.   Business (continued)

Protection ("PaDEP"), advising the company that it should expect 
substantial civil penalties for opacity violations at the Wampum Plant 
during calendar 1995.  Although fourth quarter 1995 penalties are not 
yet available, calendar 1995 penalties are estimated to be between 
$100,000 and $200,000.  "Opacity" is a somewhat subjective assessment of 
air emissions, generally used by regulatory officials as an indicator of
particulate (dust) emissions.  Officials of the company have conferred 
with officials of PaDEP.  The company is closely monitoring its 
manufacturing procedures and conducting a higher level of preventive 
equipment maintenance.  Currently, it is premature to conclude whether 
any material capital improvements will be necessary to attain compliance 
with PaDEP's opacity requirements.

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, 1996, 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	 814,000	858,000		Preheater
Southeast	Clinchfield, Georgia	603,000        	809,000		Preheater
W. PA/N.E. OH	Wampum, Pennsylvania	   722,000	  750,000		Long-Dry
		 		3,534,000	3,882,000

"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 plans to continue demolishing 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 95.0% of annual 
rated clinker capacity in 1995 (91.2% in 1994).
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 1995, The company operated at 37 locations in 13 states and 
Canada.  Property, including those described above, is as follows: 

                   Number of buildings             284            
                   Square feet of buildings  1,291,543            
                   Total acreage                14,993           

Of the total acreage above, approximately 786 acres are leased.

Item 3.    Legal Proceedings

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

Antitrust Investigation

On March 3, 1994, the company received a Civil Investigative Demand 
("CID") from the Atlanta, Georgia office of the U.S. Department of 
Justice, Antitrust Division ("USDOJ").  The CID was apparently part of a 
nationwide investigation of what is believed to be virtually the entire 
domestic U.S. cement industry.  On November 9, 1995, the company 
received notice from the USDOJ of the termination of its investigation.   




















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 1995. 

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the registrant are as follows:



    
Robert S. Evans	        Chairman and Chief   Chairman & Chief Executive	  52
	                        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	64
  Jr.	                   Operating Officer	  Officer of the company;
		                                           formerly Senior Vice President, 
		                                           Essroc Corporation.
		   
Robert J. Kane         	Senior Vice	         Senior Vice President of the 46
	                       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		57
	                       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;	50
		                                           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		47
	                        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	52
		                                          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		48
		                                          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 20 of the 1995 Annual Report to 
Shareholders.  The number of shareholders is 5,638 as of January 31, 
1996.  On February 26, 1996, the Board of Directors increased the 
company's quarterly dividend 20% to $.15 per common share.  Prior to 
this action the dividend was $.125 per common share since February 26, 
1994 and since the third quarter of 1991 the company had paid regular 
quarterly dividends of $.067 per share. There were no cash dividends 
prior to the third quarter 1991 since the spin-off in October 1988.

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

In addition to the discussion below, the information required by Items 6 
through 8 is hereby incorporated by reference to pages 9 through 20 of 
the 1995 Annual Report to Shareholders.

The company has assessed that a work stoppage could occur at any one or 
all of the three locations currently involved in labor negotiations as 
indicated under Part 1, Item 1. Business, "Employees," pages 9 and 10 of 
this report.  Collectively, the three operations accounted for 
approximately 40% and 43% of consolidated 1995 net sales and operating 
profit, respectively.  The company in not now able to quantify whether a 
work stoppage at any facility would have a material effect on the 
company's future financial results.  Clearly, if all three facilities 
are affected, the effect would be the greatest.  The company has 
developed contingency plans to continue operations at each of the three 
locations in the event of a work stoppage at any one of them.

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. 

	PART III
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. 

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, 1995 and 1994 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 9 through 17 of Medusa Corporation's 
1995 Annual Report to Shareholders are incorporated herein by 
reference. 

Independent Auditors' Report on Financial Statement Schedule...	19

Schedule VIII Valuation and Qualifying Accounts................	20

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 1995:

(c) Exhibits to Form 10-K:
        Exhibit 11 - Statement Re Computation of Per Share Earnings
PART IV

        Exhibit 13 - Annual Report to Shareholders for the Year Ended
                     December 31, 1995
        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 25, 1996       

	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, 1996      Date March 25,1996          Date March 25, 1996  
  

-DIRECTORS-

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

Date March 25, 1996           Date March 25, 1996           Date March 25, 1996

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

Date March 25, 1996           Date March 25, 1996           Date March 25, 1996

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

Date March 20 ,1996           Date            




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, 1995 and 1994 and for 
each of the three years in the period ended December 31, 1995, and have 
issued our report thereon dated January 22, 1996, which report includes 
an explanatory paragraph related to a change in accounting for income 
taxes in 1993; such financial statements and report are included in your 
1995 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

Cleveland, Ohio 
January 22, 1996 






















	MEDUSA CORPORATION AND SUBSIDIARIES
	SCHEDULE VIII -  VALUATION AND QUALIFYING ACCOUNTS

	YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

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

1995 

  Deducted from Asset Accounts:
    Allowances for Doubtful 
      <S>                        <C>           <C>                <C>            <C>         
      Accounts                   $  228,503    $   145,000  (E)   $   (48,672)(C) $  351,257
                                                   (22,246) (D)
                                                    48,672  (C) 
    Reserve for Cash Discounts      209,570        (24,162)                            185,408
    Reserve for Policy
      Adjustments                    80,719         (8,686)                             72,033
          TOTAL                  $  518,792    $   138,578        $   (48,672)    $  608,698

1994
  Deducted from Asset Accounts:                                                 
    Allowances for Doubtful
      Accounts                   $  221,203    $     7,300  (A)                     $  228,503
                                                   (22,883) (B)   $    22,883 (B)
    Reserve for Cash Discounts      212,776         (3,206)                            209,570
    Reserve for Policy
      Adjustments                    83,438         (2,719)                             80,719
          TOTAL                  $  517,417    $   (21,508)       $    22,883     $  518,792

1993

  Deducted from Asset Accounts:                                                   
    Allowances for Doubtful
      Accounts                   $  148,345    $    72,858  (A)                     $  221,203
                                                  (101,429) (B)   $   101,429 (B)
    Reserve for Cash Discounts      116,126         96,650                             212,776
    Reserve for Policy
      Adjustments                    72,068         11,370                              83,438
          TOTAL                  $  336,539    $    79,449        $   101,429     $  517,417


Note A - Additional reserve based on receivable balance.
Note B - Recoveries net of write-offs.
Note C - Write-offs net of recoveries.
Note D - Portion of reserve no longer considered necessary.
Note E - Specific account reserve.
</TABLE>

	MEDUSA CORPORATION AND SUBSIDIARIES
	Exhibit 11 to Form 10-K

	COMPUTATION OF EARNINGS PER COMMON SHARE

	(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                          Years Ended December 31   
                                        1995        1994       1993 
Primary
Earnings
  <S>                                 <C>         <C>        <C>
  Income before cumulative effect     $43,212     $29,880    $18,199
  Cumulative effect                         -           -        711
  Net income                          $43,212     $29,880    $18,910

Shares
Weighted average number of
  common shares outstanding            16,018      16,334     16,268

Additional shares
  assuming conversion of:
    stock options                         121         206          *

Average common shares
  outstanding and equivalents          16,139      16,540     16,268

Primary:
  Before cumulative effect            $  2.68     $  1.81    $  1.12
  Cumulative effect                         -           -        .04
  Net income per share                $  2.68     $  1.81    $  1.16

Fully Diluted
Earnings
  Income before cumulative effect     $43,212     $29,880    $18,199
  Cumulative effect                         -           -        711
  Interest on convertible
    subordinated notes, net of taxes    2,336       2,249          *
  Pro forma net income
    available to common stock         $45,548     $32,129    $18,910
Shares

Weighted average number of
  common shares outstanding            16,018      16,334     16,268

Additional shares
  assuming conversion of:
    stock options                         139         221          *
    convertible notes                   1,736       1,736          *
Average common shares
  outstanding and equivalents          17,893      18,291     16,268

Fully diluted:
  Before cumulative effect            $  2.55     $  1.76    $  1.12
  Cumulative effect                         -           -        .04
  Fully diluted net increase
    per share                         $  2.55     $  1.76    $  1.16
</TABLE>
*  Amounts not restated, not dilutive under 3% test.


	MEDUSA CORPORATION AND SUBSIDIARIES
	Exhibit 21 to Form 10-K
	Subsidiaries of the Registrant
	December 31, 1995






    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

	The Thomasville Stone and Lime Company	Maryland

	Canadian Medusa Cement Limited	Ontario, Canada

	Medusa-Citadel, Inc.		Alabama

	Medusa-Crescent, Inc.		Ohio