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, 1997

                               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 0-20704
                                
                     ACX TECHNOLOGIES, INC.
     (Exact name of registrant as specified in its charter)
                                
           Colorado                       84-1208699
   (State of incorporation)      (IRS Employer Identification No.)

  16000 Table Mountain Parkway,  Golden, Colorado      80403
     (Address of principal executive offices)        (Zip Code)

                         (303) 271-7000
      (Registrant's telephone number, including area code)

   Securities registered pursuant to Section 12(b) of the Act:
                                
                       Title of each class
                              None
            Name of each exchange on which registered
                              None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                   $.01 par value Common Stock
                        (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 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.  [  ]

  As of March 1, 1998, there were 28,435,749 shares of common stock
outstanding.  The aggregate market value of such shares, other than
shares  held  by  persons  who  may be  deemed  affiliates  of  the
Registrant, was $359,771,300.

DOCUMENTS INCORPORATED BY REFERENCE
  Registrant's Proxy Statement  filed  in  connection with the 1998
Annual Meeting of  Shareholders is  incorporated  by reference into
Part III.


                     ACX TECHNOLOGIES, INC.
                                
    Unless  the context otherwise requires, references herein  to
the Company include ACX Technologies, Inc. (ACX Technologies) and
its  subsidiaries,  including Coors  Porcelain  Company  and  its
subsidiaries  (collectively  referred  to  as  Coors   Ceramics),
Graphic  Packaging Corporation and its subsidiaries (collectively
referred  to as Graphic Packaging), Golden Technologies  Company,
Inc.  and  its subsidiaries (collectively referred to  as  Golden
Technologies),  and Golden Aluminum Company and its  subsidiaries
(collectively referred to as Golden Aluminum).

    Subsequent  to  January 14, 1998, references  herein  to  the
Company  also  include Britton Group plc, which was  acquired  on
January 14, 1998, and its subsidiaries (collectively referred  to
as  Britton),  Universal Packaging Corporation  (referred  to  as
Universal  Packaging),  and  the  plastics  division  of  Britton
(referred to as the plastics division).


                             PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

       The   Company,   through  its  wholly-owned  subsidiaries,
manufactures  advanced technical ceramics  and  other  engineered
materials  for  industrial markets and high-performance  consumer
and  industrial packaging products.  In addition  to  these  core
businesses,   the  Company  owns  technology-based  developmental
businesses,  including a controlling interest in Photocomm,  Inc.
(Photocomm)   a  publicly  traded  solar  electric   distribution
business.   The Company's strategy is to maximize the competitive
positions  and growth opportunities of its core businesses.   The
strategy  includes  a  review  of  business  acquisitions,  joint
ventures and dispositions of under-performing assets.

     The Company was incorporated in Colorado in August 1992 as a
holding  company  for  the  ceramics,  packaging.  aluminum   and
developmental  businesses formerly owned by Adolph Coors  Company
(ACCo).   Effective  December 27, 1992, ACCo distributed  to  its
shareholders all outstanding shares of the Company.

      In  January 1998, the Company acquired control  of  Britton
pursuant  to  a  cash tender offer.  Britton is an  international
packaging   group  operating  through  two  principal  divisions:
folding  carton  and  plastics.   The  folding  carton  division,
Universal Packaging, is a non-integrated manufacturer of  folding
cartons  in  the  United  States, with  capabilities  in  design,
printing  and  manufacturing of multicolor folding cartons.   The
plastics  division  of Britton is in the business  of  extrusion,
conversion and printing of polyethylene into films and  bags  for
industrial customers.  The results of the folding carton division
will  be  reflected  in  the accounts of  the  Company  beginning
January 14, 1998.  The plastics division will be accounted for as
a  discontinued operation based on management's decision to  sell
this business.

The Company has consummated several acquisitions during the prior
five  years including four flexible packaging plants in  1994,  a
folding carton packaging business and a controlling interest in a
solar  energy  distribution business in 1996 and a  fluoropolymer
sealing  system and component manufacturer in 1997.  In addition,
in  1996, the Board of Directors adopted a plan to dispose of the
Company's   aluminum  rigid  container  sheet  business,   Golden
Aluminum.   On  March  1, 1997, the sale of Golden  Aluminum  was
completed  for $70 million, $10 million of which was received  at
closing and $60 million of which is due within two years.  During
the two year period, the purchaser has the right to return Golden
Aluminum  to  the  Company  rather  than  pay  the  $60   million
obligation.  The initial payment of $10 million is nonrefundable.
Nearly  all of the working capital of Golden Aluminum, which  was
not part of the sale agreement, was liquidated during 1997.

      The  Company's principal executive offices are  located  at
16000  Table  Mountain  Parkway,  Golden,  Colorado  80403.   The
Company's telephone number is (303) 271-7000.

(b)   Financial  Information  about  Industry  Segments,  Foreign
Operations, and Export Sales.

Certain financial information for the Company's business segments
is included in the following summary:

                         Operating              Depreciation  Additions
                 Net       Income                   and          to
(In thousands)  Sales      (Loss)      Assets   Amortization  Properties
               --------   --------   --------   ------------  ----------
1997                                                           
                                                               
Ceramics       $304,824    $48,249   $261,471     $18,664     $28,812
Packaging       365,123     42,655    210,024      20,211      18,022
Developmental                                                      
   businesses    61,138    (31,186)    81,071       3,451       9,068
Corporate           ---    (10,177)   148,258         337         311
Discontinued                                                       
   operations       ---        ---        372         ---         ---
               --------    -------   --------     -------     -------   
               $731,085    $49,541   $701,196     $42,663     $56,213
               ========    =======   ========     =======     =======
1996                                                           
                                                                   
Ceramics       $276,352    $44,204   $214,635     $16,159     $30,291
Packaging       346,547     41,048    205,705      19,959      13,314
Developmental                                                      
   businesses    89,481    (48,447)   104,138       5,757      12,558
Corporate           ---     (8,169)    35,662         341         327
Discontinued                                                      
   operations       ---        ---    116,552       7,307       1,036
               --------    -------   --------     -------     -------
               $712,380    $28,636   $676,692     $49,523     $57,526
               ========    =======   ========     =======     =======
1995                                                               
                                                                   
Ceramics       $270,877    $47,395   $189,191     $14,046     $25,122
Packaging       308,109     34,551    197,587      16,945      20,149
Developmental                                                      
   businesses    81,867    (13,740)    80,350       5,643       7,426
Corporate           ---     (9,500)    50,098         605         153
Discontinued                                                       
   operations       ---        ---    268,260      12,618       7,177
               --------    -------   --------     -------     -------
               $660,853    $58,706   $785,486     $49,857     $60,027
               ========    =======   ========     =======     =======

     Operating income (loss) for reportable segments is exclusive
of  certain unallocated corporate expenses.  Corporate assets for
1997  include  cash and cash equivalents, a note receivable  from
the  sale  of Golden Aluminum, an investment at cost in  Britton,
deferred tax assets and certain properties.

     Certain financial information regarding the Company's
domestic and foreign operations is included in the following
summary:

                                Operating
                                  Income        
(In thousands)       Net Sales    (loss)      Assets
                     ---------  ---------   --------
1997                                           
                                               
United States         $651,630    $42,463   $623,215
Canada and other        79,455      7,078     77,981
                      --------    -------   --------
                      $731,085    $49,541   $701,196
                      ========    =======   ========
1996                                           
                                                   
United States         $643,764    $22,153   $609,014
Canada and other        68,616      6,483     67,678
                      --------    -------   --------
                      $712,380    $28,636   $676,692
                      ========    =======   ========
1995                                               
                                                   
United States         $589,986    $50,856   $717,411
Canada and Other        70,867      7,850     68,075
                      --------    -------   --------
                      $660,853    $58,706   $785,486
                      ========    =======   ========

     Included in United States sales are export sales primarily
to Western Europe, Canada and Asia of $82.1 million, $77.2
million and $67.8 million for 1997, 1996 and 1995, respectively.

(c)  Narrative Description of Business Segments

Ceramics Business

      General.   Coors Ceramics develops, manufactures and  sells
advanced technical ceramic and other engineered materials  across
a  wide  range  of  product lines for a variety of  applications.
Coors Ceramics, which has been in business for over 77 years,  is
the  largest  U.S.  owned  independent manufacturer  of  advanced
technical  ceramics.  In addition, as part  of  its  strategy  to
broaden  its  material base, Coors Ceramics acquired  Tetrafluor,
Inc.  (Tetrafluor)  in  1997.   Tetrafluor manufactures Teflon[R]
fluoropolymer  sealing  systems  and  components   for   use   in
aerospace, industrial and transportation industries.

      Markets and Products. Coors Ceramics provides components to
23   of   the   24   commonly  recognized   industrial   markets.
Approximately  67% of its sales in 1997 were to  the  automotive,
beverage, telecommunications, semiconductor, power generation and
mining,  petrochemical  and  pulp and paper  industrial  markets.
Ceramic   products  are  diamond  hard,  can  withstand   extreme
temperatures  and  do not conduct electricity.  These  properties
make  ceramic  an  ideal  material for a  variety  of  industrial
applications.   While  ceramics can be initially  more  expensive
than  competing materials, such as plastics and metals, they  can
provide  higher value by contributing to longer product life  and
enabling customers to enhance their technologies.

      There  are  many  and  varied uses for ceramic  components.
Examples include:

        >  Slitting knives and other processing and sizing
           devices used in high-speed paper making machines;
        >  Seals and other pump components installed in auto-
           mobiles, home appliances, chemical processing and
           blood analysis equipment;
        >  Fixtures for processing of silicon wafers in semi-
           conductor chip fabrication;
        >  Valves used in fluid handling;
        >  Precipitators used in pollution control equipment;
        >  Power tubes used in electrical power generation
           installations;
        >  Linings for pipe used in the processing of coal
           and other abrasive materials;
        >  Substrates (or bases) for various electronic
           circuits, pressure sensors and semiconductor chips
           which are critical components in computers, com-
           munications systems, automotive controls and
           military electronics;
        >  Passive electronic components, such as capacitors
           and insulators, that are used in electrical devices,
           and;
        >  Advanced electronic ceramic packages, which are
           casings that surround a semiconductor chip, which  
           insulate and connect the chip to printed circuitry.
           Products such as cellular telephones, pages and
           radar detection devices require these packages due
           to their need for high reliability.

      Coors Ceramics' products are engineered and custom designed
to   comply  with  specific  customer  requirements.   Successful
product  design  requires consultation with  customers  in  their
choice  of  the  correct  base material and  selection  by  Coors
Ceramics  of  the  appropriate  manufacturing  processes.   Since
advanced  ceramic  products  are  sold  primarily  to  industrial
manufacturers for incorporation into their products or processes,
the  industry is sensitive to changes in economic conditions that
affect  the  end  users of ceramic products.  For example,  sales
fluctuations  in the domestic automobile industry could  directly
affect Coors Ceramics' sales to the automotive market because  an
American   car  currently  contains  approximately   17   ceramic
components.

       Strategy.  Coors  Ceramics  seeks  to  grow  its  business
profitably  and  to  manage its sensitivity to changing  economic
conditions.   In  order to achieve its goal,  Coors  Ceramics  is
pursuing  a  strategy of devoting resources to  new  product  and
material  development,  internally and through  acquisitions,  to
provide  engineered  solutions  for  component  products   to   a
diversified customer base.

      Among  Coors Ceramics' most  valuable  assets for achieving
its  strategy is its reputation for expert custom product design,
product  quality and customer service.  Coors Ceramics emphasizes
alliances  with  key customers in diverse industries  to  develop
value-added, engineered products.  Coors Ceramics has cooperative
development  and  sole-supplier  agreements  with  several  major
customers.   It  continuously evaluates new materials,  often  in
partnership  with customers, in order to anticipate  and  satisfy
customers'  future   needs  and  to  offer  a  greater  range  of
products   with  improved  performance  characteristics.    Coors
Ceramics  continues to aggressively pursue new  applications  for
ceramic to replace metal and other conventional materials.  Coors
Ceramics  has  developed  zirconia,  tungsten  carbide,   silicon
carbide   and  titanate  based  ceramic  products  and  continues
developing   other  materials  to  complement  and  enhance   its
conventional  alumina  based  product  lines.   In  1997,   Coors
Ceramics added Teflonr fluoropolymer components to its engineered
product  line  through  its  acquisition  of  Tetrafluor.   Coors
Ceramics  is  a  leader  in introducing new  commercial  uses  of
ceramic  components to replace metal or plastics in applications,
such  as components in paper making machines and valves for fluid
dispensing.

      Coors  Ceramics targets proven industrial markets  and  new
market  segments  that  it expects to provide  growth  potential,
especially  markets which are expected to grow more rapidly  than
the overall economy.  These markets include:

        >  Power distribution, both in actual distribution
           equipment and in high temperature electrostatic           
           precipitators that remove particulates from 
           power plant emissions, and;
        >  Fluid handling, primarily in the area of ceramic
           components in valves, pumps and flow meters for          
           chemical, food processing and petrochemical
           applications.

     Management also believes there are significant near-term
growth opportunities in the power tube and pressure sensor
markets and long-term growth opportunities in the semiconductor
industry.

      Manufacturing  and  Raw Materials.   Ceramic  manufacturing
involves several successive operations.  Initially, a powder such
as  zirconia or alumina is mixed with a binding agent  and  other
materials that will provide the ultimate product with the desired
performance  characteristics.  The second step  involves  forming
operations,  such  as  dry or isostatic  pressing  of  powder  or
casting  of  a  liquefied  form of base  material.   The  ceramic
components  may  then undergo grinding or cutting  operations  to
approximate  the  desired  final configuration.   The  parts  are
usually  then fired in a high temperature furnace and may require
further  grinding, finishing, metal plating or additional firing,
depending   upon   component   specifications.   Coors  Ceramics'
manufacturing  operations involve extensive testing  and  quality
assurance    procedures.    The   process    for    manufacturing
fluoropolymer-based parts is similar to that  of  ceramic  except
that  the  parts are formed at a lower pressure and  fired  at  a
lower temperature.

     Raw materials used in Coors Ceramics' operations are readily
available from diverse sources.  Coors Ceramics purchases alumina
powder,  the primary raw material for its manufacturing  process,
and  other  ceramic  powders,  binders  and  raw  materials  from
multiple sources.

      Coors  Ceramics  owns or leases approximately  2.0  million
square  feet  of  manufacturing space in the  United  States  and
abroad.  Overall, Coors Ceramics operated at approximately 71% of
its  available  capacity in 1997 primarily due to lower  capacity
utilization  at  plants primarily servicing the power  generation
and semiconductor industries.  Capacity utilization, which is not
currently a major constraint, ranged between 37% and 91% at Coors
Ceramics' 22 manufacturing facilities in 1997.  These facilities,
each  of which specializes to some extent in a particular market,
are  for the most part strategically located to optimize customer
service while minimizing manufacturing and transportation  costs.
Coors   Ceramics  continues  to  invest  in  computerized,   high
precision  manufacturing  equipment  and  believes  it  is   well
positioned for growth opportunities in both domestic and  foreign
markets.   During  1997,  Coors  Ceramics  invested  in   ceramic
material  preparation equipment and completed capacity  expansion
at  certain locations.  Additional capacity expansion is  planned
at certain locations in 1998 as well as where production capacity
constraints have been identified.

      Sales  and  Distribution.  Products are sold  primarily  to
manufacturers,  including original equipment  manufacturers,  for
incorporation  into industrial applications and products.   Sales
are  made  through direct sales employees located throughout  the
United    States    and   Europe   and   through   manufacturers'
representatives.  Coors Ceramics' sales personnel, many  of  whom
are  engineers,  receive  substantial  technical  assistance  and
engineering support because of the highly technical nature of its
products.

      International sales, primarily in Western European and  Far
East  markets,  constituted approximately 27%,  29%  and  28%  of
ceramic  product  sales  in 1997, 1996  and  1995,  respectively.
Although  most  of these sales are denominated in  U.S.  dollars,
Coors Ceramics selectively hedges the U.S. dollar against foreign
currencies used in these markets in order to mitigate the effects
of  adverse  currency fluctuations. The strength  of  the  dollar
relative to the currency of its customers or competitors can have
an   impact  on  Coors  Ceramics'  profit  margins  or  sales  to
international customers.

      No single product line or class accounted for more than 10%
of  the  Company's  consolidated net revenue  although  sales  of
various product lines to the petrochemical, power generation  and
mining,  and semiconductor industries comprised 15.3%, 11.4%  and
10.3%,  respectively,  of Coors Ceramics' 1997  consolidated  net
revenue.    Sales   to   the  automotive  and  telecommunications
industries  represented  9.4% and 8.7% of  Coors  Ceramics'  1997
consolidated net revenue, respectively.

       Coors   Ceramics'  25  largest  customers  accounted   for
approximately  35%  of  its net sales for 1997,  with  no  single
customer  representing  more than 10% of Coors  Ceramics'  annual
sales.   Commitment  to  consistent  high  quality  and  customer
service  has  earned  Coors Ceramics sole  supplier  status  with
several  major  U.S. manufacturers and a dominant  position  with
several other major customers.

      As  of March 1, 1998, Coors Ceramics had backlog orders  of
approximately $106.6 million, as compared to $95.5 million as  of
March  1, 1997.  Most of the 1998 backlog will be shipped  before
the  end  of  the  second quarter of 1998.  Customers  may  place
annual  orders,  with  shipments scheduled  over  a  twelve-month
period.   Backlog  orders  can be higher for  certain  industrial
product  segments  due to longer time periods between  order  and
delivery  dates under purchase orders.  Sales are  not  seasonal,
although  they are sensitive to overall economic conditions  that
affect  the users of advanced ceramic products.  Backlog  is  not
necessarily indicative of past or future operating results.

      Competition:  Competition in the advanced ceramics industry
is  vigorous and comes chiefly from Kyocera Corporation  (Japan),
Morgan  Crucible  Co.  (United  Kingdom),  NGK  Insulators,  Ltd.
(Japan) and CeramTec AG (Germany).  Principal competitive factors
in  the  worldwide  market  are price (including  the  impact  of
currency  fluctuations),  quality  and  delivery  schedules.   In
recent  years,  competitive pressures have  caused  former  major
domestic  manufacturers to go out of business or be  acquired  by
foreign  entities.  Coors Ceramics is a major competitor in  most
of  the markets it serves and enjoys a prominent position in some
product lines.

       Coors  Ceramics  is  the  largest  U.S  owned  independent
manufacturer  of advanced technical ceramics. It  has  maintained
long  standing  relationships with major  corporations  based  on
consistent  high  product  quality and  customer  service,  which
management  believes  is its advantage in  domestic  and  certain
foreign markets.

       Ceramic   materials  offer  advantages  over  conventional
materials  for  applications  in  which  certain  properties  are
important,  such as high electrical resistivity, hardness,  high-
temperature  strength, wear and abrasion resistance  and  precise
machinability.  Ceramic products, however, face competition  from
metals  and  other materials.  Plastics, for example,  are  being
substituted    for    ceramic    in    certain    computer    and
telecommunications applications because of their lower  cost  and
lighter  weight.  Coors Ceramics believes that the overall  value
of  ceramic products will continue to be attractive to customers.
Where  appropriate  and in accordance with its strategy  outlined
above, Coors Ceramics will explore the development or acquisition
of  companies  with  competing or complementary  materials  (like
Tetrafluor).

      Product  Development.  New product and process  improvement
efforts  are  continually  undertaken  within  the  manufacturing
operations  including  new or improved materials  and  processes.
For information about the Company's expenditures for research and
development and other information, see "Research and Development"
below.

Packaging Business

     General.  Graphic Packaging develops, manufactures and sells
value-added  paperboard  folding carton  and  flexible  packaging
products.  Value-added packaging has special characteristics such
as  high-impact graphics, resistance to abrasion, and barriers to
moisture,  gas  penetration,  solvent  penetration  and  leakage.
Graphic  Packaging's products are sold to manufacturers that  use
them as primary packaging for end products.

      Graphic  Packaging's folding carton business began  with  a
single  plant  in  1974  as part of the vertical  integration  of
ACCo's  beer  business  operated through  its  subsidiary,  Coors
Brewing  Company  (Coors  Brewing).   Since  that  time,  Graphic
Packaging  has  expanded its product capabilities and  geographic
presence   through  several  plant  expansions  and  acquisitions
including the 1996 acquisition of a folding carton operation with
approximately $40 million in annual revenues.  As of December 31,
1997,  Graphic Packaging operated four folding carton  facilities
and six flexible packaging facilities.

       In   January  1998,  the  Company  acquired  Britton,   an
international  packaging group operating two  divisions:  folding
cartons  and  plastics.  The folding cartons division,  Universal
Packaging,  will  be  operated as an  integral  part  of  Graphic
Packaging.   This  business is a non-integrated  manufacturer  of
folding  cartons in the United States, adding six facilities  and
capabilities in web and sheet fed offset printing, electron  beam
curing  and rotary die cutting.   With this acquisition,  Graphic
Packaging  expands  into  the  food  market  and  benefits   from
Universal Packaging's blue-ribbon customer list.

      Markets  and  Products.   The  product  packaging  industry
includes:  paperboard  packaging  which  consists  of  corrugated
products,  folding  cartons and food service containers  such  as
disposable  plates  and  cups; and flexible  packaging,  such  as
printed  and  laminated bags, pouches and roll  stock  films  and
foils  used  for  lids, overwraps and labels.  Graphic  Packaging
competes  in  the value added portion of the folding  carton  and
flexible  packaging industries.  The value added nature of  these
operations  generally allows Graphic Packaging to command  higher
selling  prices  for  their products but  requires  numerous  and
complex  operations that are not necessary in the  production  of
commodity packaging.

      The folding carton industry is a $5 billion annual industry
that  declined  1%  in 1997 compared to 1996,  primarily  due  to
continuing  efforts to minimize package bulk.  Between  1993  and
1996  this industry had grown at an annualized rate of  about  2%
per   year.     From  1993  to  1997,  the  majority  of  Graphic
Packaging's  internal folding carton growth came  from  packaging
for  Coors  Brewing,  detergent, cereal,  and  premium  bar  soap
markets  and promotional packages.  In addition, the 1996 folding
carton  acquisition added sales to the tobacco and quick  service
restaurant markets.   The concentrated detergent and premium  bar
soap markets are now in their mature life cycle, which may result
in moderate continued growth.

      In manufacturing folding cartons, Graphic Packaging uses an
internally  developed,  patented composite packaging  technology,
Composipac[TM]  (Composipac),  which  provides  finished products
with high quality graphics that have enhanced abrasion protection  
and moisture, air or other special barrier  properties.   Graphic
Packaging's  Composipac  technology  is  designed  to  meet   the
continuing specialized needs of its beverage, powdered detergents
and   soap  customers.   Graphic  Packaging  believes  that  this
technology   also  has  applications  in  other  market   niches,
specifically the opportunities for promotional packaging.

      The  flexible packaging industry is nearly an  $18  billion
annual industry which has grown approximately 4% on an annualized
basis  between 1993 and 1997.  The mid-1994 acquisition  of  four
flexible  packaging plants contributed significantly  to  Graphic
Packaging's   flexible  sales  increases  during   this   period.
Flexible   packaging  offers  advantages  over  other   packaging
mediums,  such as lightweight, high barrier protection and  cost-
effectiveness.

      Significant  product lines for flexible  packaging  include
packages  for  pet  foods and personal care  products,  laminated
rollstock  for  labels,  bags  for  snack  foods,  candies,   and
photographic  development  paper, as well  as  bags  that  resist
penetration  of  moisture and leakage  of  contents  for  use  by
manufacturers  of  powdered  herbicides,  fertilizers  and  other
agricultural  chemicals.  These bags require complex  laminations
and   extensive  printing  and  instructional  labeling.    Other
flexible  packaging  products made by Graphic  Packaging  include
coffee  bag  and  beverage laminations and  medical  health  care
packaging.

      Graphic Packaging believes that recently completed  capital
additions and upgrades to printing and bag making equipment  puts
it in a position to increase sales in existing flexible packaging
markets.

      Strategy.   Graphic Packaging's strategy  is  to  establish
market  leadership  in  selected  existing  market  segments   by
increasing  its  customer base and adding significant  new  high-
margin  products.   Graphic Packaging intends  to  emphasize  its
ability   to   provide  innovative  products  with  value   added
characteristics   to   meet  exacting  customer   specifications.
Graphic  Packaging  continues  to focus  on  commercializing  new
products and processes to serve existing and new markets, and  to
pursue acquisitions that complement its existing business.

      Graphic Packaging is in the process of developing a  unique
packaging system, known as ComposiGard[TM] (a film-lined carton),
that   management   believes  will  provide  a   cost   effective
alternative with numerous advantages over the conventional  "bag-
in-box"  packaging, such as cracker or cereal  cartons.   Graphic
Packaging   has  completed  a  pilot  line  to  produce   limited
quantities of ComposiGard[TM] and is in the process of discussing
applications   with   potential  customers.   Graphic   Packaging
believes  that  this  product  has  a  strong  market  potential,
primarily  in  the food industry, although orders  from  consumer
products  companies and the subsequent construction  of  a  full-
scale  production line are necessary before its potential can  be
realized.

       Manufacturing  and  Raw  Materials.   Graphic  Packaging's
patented Composipac process involves multiple processing  stages,
including  extruding plastic film, color printing  on  the  film,
laminating the film layer or layers to paperboard and cutting and
gluing the lamination to the final specifications.

      Graphic  Packaging's flexible packaging  division  produces
printed,  laminated  and  coated  bags,  and  pouches;  laminated
materials  in roll stock form; and other products.  Its technical
capability centers around a proprietary line of heat sealed bags,
coating    formulations   and   processes   and   other   package
characteristics, such as reclosure and tamper evident features.

       Graphic   Packaging  is  a  non-integrated,  value   added
manufacturer  of  packaging  products  using  a  variety  of  raw
materials,  such  as  paper,  paperboard,  inks,  aluminum  foil,
plastic  films,  plastic resins, adhesives and  other  materials,
which   are   available  from  domestic  and  foreign  suppliers.
Historically, Graphic Packaging has not experienced difficulty in
obtaining  adequate supplies of raw materials and  difficulty  is
not  anticipated in the future.  While multiple sources of  these
materials  are  available, Graphic Packaging prefers  to  develop
strategic  long-standing  alliances  with  vendors  in  order  to
provide  a  guaranteed  supply  of  materials,  satisfy  customer
specifications  and obtain the best quality, service  and  price.
Business  disruptions or financial difficulties of a sole  source
supplier, which Graphic Packaging does not anticipate, could have
an  adverse effect by increasing the cost of these materials  and
causing  delays in manufacturing while other suppliers are  being
qualified.

     Sales and Distribution.  Products  are  sold   primarily  to
consumer product manufacturers in  the United States  and Canada.
Sales  are made  through  direct  sales  employees  working  from
Graphic Packaging's  manufacturing  facilities  and sales offices
around   the  United  States,  and   through   independent  sales
representatives.   Graphic  Packaging's  selling  activities  are
supported by its technical service and research staff.

     Folding  carton  sales  accounted for approximately 55%, 56%
and 50% of Graphic Packaging's  total sales for each of the years
ended  1997,  1996 and  1995,  respectively,  with  the remainder
coming from flexible packaging sales.  Approximately 53%, 54% and
73% of folding carton sales were  to Coors Brewing  for  the same
periods, with detergent, soap and tobacco manufacturers and quick
service restaurants accounting for most of the balance.  Flexible
packaging  sales  during  this  period  consisted   primarily  of
personal  care,  snack  foods and  beverage  label  products  and
cookie, photographic and pet food bags.

     Most  of  Graphic Packaging's  sales  are  made  under sales
contracts at prices that are subject to  periodic  adjustment for
raw  material  and other cost increases.  Products  are  made  in
accordance with customer specifications.  Including the effect of
acquisitions,  Graphic Packaging had approximately $108.9 million
in unshipped  backlog  orders, as compared to approximately $57.5
million as of March 1, 1998  and 1997  respectively.  Of the 1998
backlog,  most is expected to be shipped  before  the  end of the
second  quarter  of 1998.   The  1998  backlog includes Universal
Packaging.  In  addition,  backlog numbers  and  comparisons vary
because of a number of factors and are not necessarily indicative
of past or future operating results.

       Competition.   Graphic  Packaging  is  subject  to  strong
competition  in  most markets it serves.  The packaging  industry
continues   to   experience   intense   price   pressures.    The
installation  of  state  of  the art equipment  by  manufacturers
intensifies  this  competitive pricing situation.   A  relatively
small number of large suppliers dominate a significant portion of
the  folding  carton segment of the paperboard packaging  market.
Major  U.S.  competitors  in  the paperboard  packaging  industry
include  Jefferson  Smurfit Corporation, Fort James  Corporation,
Field   Container  Corporation,  Mead,  Gulf  States,   Riverwood
International  Corporation, Westvaco and Shorewood International.
There  are an increasing number of competitors offering packaging
with  Composipac-like qualities for promotional  packaging.   The
flexible  packaging market has numerous competitors,  varying  in
size.   Graphic  Packaging's flexible competitors  include  Bemis
Company,  Inc.,  Printpack,  Sealed Air,  American  National  Can
Company  and  Union  Camp  Corporation.   Although  price  is  an
important  factor  in  the  packaging market,  Graphic  Packaging
believes  that  the  quality, range and technical  innovation  of
products  and the timeliness and quality of customer service  are
also significant competitive factors.

      Product  Development.   Graphic  Packaging's  research  and
development  staff  works directly with the sales  and  marketing
staff  in  meeting  with  customers and  pursuing  new  business.
Graphic  Packaging's development efforts include extending  shelf
life  of  evaporative  bar soaps, reducing production  costs  and
enhancing  package appearance through quality printing and  other
graphics.  Potential new product development efforts are expected
to   involve   sift-proof  cartons,  linerless  cartons,   liquid
containment packages and other packaging innovations.

Developmental Businesses

   General.  The Company's developmental operations are conducted
either  directly  through  Golden  Technologies  or  one  of  its
subsidiaries.    These  operations  include  a   solar   electric
distribution  business;  a corn starch business;  a  real  estate
partnership; and a biodegradable polymer developmental operation.
Except  for the solar energy distribution business, the Company's
strategy  is  to  reduce its activities within the  developmental
businesses  and  focus on the Company's two core business  units.
The developmental businesses net sales were 8.4%, 12.6% and 12.4%
of  the Company's consolidated net sales for 1997, 1996 and 1995,
respectively.

    Solar  electric systems.  Golden Technologies  assembles  and
distributes  solar electric and solar electric hybrid  components
and  systems  primarily  through its  majority  owned  subsidiary
Photocomm,  a  publicly  traded  company  on  NASDAQ.   Photocomm
purchases  solar modules and related equipment from a variety  of
suppliers and either distributes them through its dealer  network
or  integrates  these  modules and other  components  into  solar
electric  systems  for  sale  in the United  States  and  abroad.
Photocomm  competes  in  two  major  markets,  distribution   and
industrial, which are outlined below.

          Distribution    Market.    The   distribution    market
     applications include remote electrification of rural  homes,
     recreational  vehicles  and boats,  traffic  signals,  water
     pumping, and lighting.  Currently, distribution accounts for
     approximately  half  of Photocomm's  sales  and  is  largely
     domestic;  however, management believes there is opportunity
     for   expanding   and   developing  international   markets.
     Distribution  sales  are relatively  steady  throughout  the
     year,  although  there are seasonal swings in  this  largely
     domestic  market resulting in increased levels of  sales  in
     the  second  and  third  quarters.  As international  growth
     continues, Photocomm expects the seasonality to diminish.

          International distribution is currently located in  two
     regional  centers.  The Central and South  American  markets
     are serviced through an office in Florida, and on October 1,
     1996, Photocomm opened an Australia office through a wholly-
     owned  subsidiary,  Photocomm  Pty.,  Ltd.   Although  these
     offices   are  primarily  focused  on  distribution   sales,
     Photocomm  also plans to pursue future growth  opportunities
     in industrial applications worldwide.

          Industrial   Market.   Industrial  sales  are   focused
     primarily on solar electric power supply solutions  for  off
     grid applications within the telecommunications and the  oil
     and  gas  communications and exploration markets.   Although
     sales to these markets are typically not seasonal in nature,
     Photocomm  has participated in large projects  within  these
     markets by developing relationships with local carriers  and
     larger     original    equipment    manufacturers    (OEMs).
     Historically,   these  large  projects  have   resulted   in
     unpredictable  swings  in  sales from  quarter  to  quarter.
     However,  it  is  Photocomm's  strategy  to  develop   these
     relationships and new OEM customer relationships to generate
     a  more  consistent  level of this business.   Additionally,
     Photocomm expects sales in this market to continue  to  grow
     as  Photocomm develops new domestic customers and identifies
     applications  internationally.  An increase  in  Photocomm's
     international presence was recently accomplished through the
     addition   of  contracts  obtained  from  Integrated   Power
     Corporation.

     On  January 23, 1998, Photocomm acquired Utility Power Group
headquartered  in  Chatsworth,  California,  which  manufactures,
integrates   and  installs  utility  grid  interconnected   solar
electric systems.

    Corn  Wet  Milling.  Golden Technologies'  corn  wet  milling
plant,  located in Johnstown, Colorado, produces and  distributes
refined corn starch.  Nearly all refined corn starch produced  at
the  Johnstown plant has been sold to Coors Brewing  for  use  in
beer production.  Starch is sold to Coors Brewing under an annual
contract with pricing determined by the price of corn.  The major
raw  material  for the wet milling operations is corn,  which  is
purchased  from various sources.  Until 1997, the plant  produced
and sold high-fructose corn syrup.  In the first quarter of 1997,
the  Company  exited this business due to over  capacity  in  the
industry and declining selling prices.

    Other Operating Divisions.  Under a marketing agreement  with
Coors  Brewing,  Golden  Technologies  markets  yeast  and  other
brewery  by-products produced by Coors Brewing to  the  livestock
feed and pet food industries.

    Real  Estate  Partnership.  In connection with the  Company's
spin-off  from  ACCo, a limited partnership  was  formed  between
Coors Brewing, as the limited partner, and a subsidiary of Golden
Technologies,  as  the  general partner.   The  partnership  owns
certain  real estate previously owned directly by ACCo  or  Coors
Brewing.   The  partnership's  purpose  is  to  own,  develop  or
maintain and dispose of the partnership's properties.

   Research  Projects.   Golden  Technologies  is   developing  a
proprietary  technology for the  production  and  application  of
biodegradable  polymers.   The  major  goal  of  the  project  is
developing  a  cost-effective  manufacturing process  that  would
make  biodegradable  materials a viable choice for a wide variety
of  uses such as  consumer packaging, disposable hygiene products
and food service  packaging.  The Company is currently seeking  a
strategic  financial partner to work toward commercialization  of
this project.

Dependence on Major Customer

      At  the  time of the spin-off from ACCo, Graphic Packaging,
Golden  Aluminum and Golden Technologies entered into  five  year
supply  agreements with Coors Brewing, and have relied  on  these
agreements for a significant portion of their revenues. Sales  to
Coors  Brewing  of  packaging products and  refined  corn  starch
accounted  for  approximately  15.5%,  16.7%  and  19.0%  of  the
Company's   consolidated  sales  for   1997,   1996   and   1995,
respectively;  however,  future sales may  vary  from  historical
levels.

      In  early 1997, Graphic Packaging entered into a new supply
agreement with Coors Brewing to supply packaging products under a
three year, rolling term contract commencing January 1, 1997 that
provides  stated quantity commitments and annual  repricing.   Of
Graphic  Packaging's  total  sales for  1997,  approximately  29%
consisted of sales to Coors Brewing.  This percentage represented
a decrease from approximately 31% and 37% of  Graphic Packaging's
total  sales  in 1996 and 1995, respectively.  Sales  of  refined
corn  starch  to Coors Brewing were approximately $7  million  in
1997,  down  from  approximately $13 million in  1996  and  1995.
Golden  Technologies also has a marketing arrangement with  Coors
Brewing  under  which it purchases and resells  yeast  and  other
brewery  byproducts.  These agreements with  Golden  Technologies
were  extended  through  1999,  including  provisions  for  early
termination with the payment of a cancellation penalty.

      In  recent years, Graphic Packaging has sought to  increase
sales  to  unaffiliated customers to decrease its  dependence  on
Coors Brewing.  With the addition of Universal Packaging in 1998,
Graphic  Packaging expects to continue to decrease its dependence
on  Coors  Brewing in the future. There can be no assurance  that
Graphic  Packaging's  or Golden Technologies'  supply  agreements
will be renewed or that the terms of renewal will be favorable to
the  Company.   The loss of Coors Brewing as a  customer  in  the
foreseeable  future could have a material adverse effect  on  the
Company's results of operations.

Research and Development

     The Company's ability  to commercialize its technologies and
compete  effectively in its various markets depends significantly
on its continued and timely development of innovative technology,
materials,  products  and  processes  using  advanced  and  cost-
efficient  manufacturing  processes.  See  "Packaging  Business--
Product     Development"    and    "Ceramics    Business--Product
Development."    See  also  "Patents,  Proprietary   Rights   and
Licenses."  Total research and development expenditures  for  the
Company  were $15.6 million, $15.3 million and $16.3 million  for
1997,  1996  and 1995, respectively.  The Company's research  and
development expenditures are expected to decrease as a percentage
of  net  sales in the foreseeable future due to the decisions  to
reduce  certain activities at Golden Technologies.   The  Company
believes the remaining expenditures will be adequate to meet  the
strategic objectives of its two core businesses.

Patents, Proprietary Rights and Licenses

      Graphic  Packaging, Coors Ceramics and Golden  Technologies
each hold a number of patents and pending patent applications  in
the U.S. and in foreign countries.  Their policy generally is  to
pursue   patent  protection  that  they  consider  necessary   or
advisable   for   the  patentable  inventions  and  technological
improvements  of  their respective businesses.   They  also  rely
significantly on trade secrets, technical expertise and know-how,
continuing  technological innovations and other  means,  such  as
confidentiality   agreements  with  employees,  consultants   and
customers, to protect and enhance their competitive positions  in
their respective markets.

      Coors  Ceramics considers the name "Coors" and the goodwill
associated  with  it to be material to its customer  recognition.
As  part  of  the  spin-off  from ACCo, Coors  Ceramics  received
certain licensing rights to use the Coors name.  In addition, the
patent   protection  of  Composipac  is  significant  to  Graphic
Packaging's operations.

      The Company believes that its subsidiaries own or have  the
right  to  use  the proprietary technology and other intellectual
property  necessary to their operations.  Except as noted  above,
the  Company  does  not  believe that its success  is  materially
dependent on the existence or duration of any individual  patent,
trademark  or license or related group of patents, trademarks  or
licenses.  The developmental businesses also hold several patents
and  patent applications and licenses related to their businesses
and technology development pursuits.

Environmental Matters

      The  Company's operations are subject to all federal, state
and  local  environmental, health and safety laws and regulations
and,  in a few instances, foreign laws, that regulate health  and
safety matters and the discharge of materials into air, land  and
water,  and  govern  the  handling  and  disposal  of  solid  and
hazardous  wastes.   The Company believes it  is  in  substantial
compliance  with applicable environmental and health  and  safety
laws  and  regulations  and  does  not  believe  that  costs   of
compliance  with these laws and regulations will have a  material
effect  upon  its capital expenditures, earnings  or  competitive
position.

     Coors Ceramics has received a demand for payment arising out
of   contamination  of  a  semiconductor  manufacturing  facility
formerly   owned  by  a  subsidiary  of  Coors  Ceramics,   Coors
Components, Inc. (CCI).  Colorado State environmental authorities
are  seeking clean up of soil and ground water contamination from
a  subsequent  owner.  Coors Ceramics sold  CCI  in  1987.  Coors
Ceramics believes that the contamination occurred prior to  Coors
Ceramics'  ownership  of  CCI and there  are  possible  off  site
sources  of  contamination.  Although  Coors  Ceramics  does  not
believe  it has any responsibility for the contamination  or  the
cleanup, and is seeking indemnification from the party from  whom
it  acquired  the  property, Coors Ceramics is  participating  in
mediation and discussions relating to appropriate remediation.

      Coors  Ceramics  has  received a Unilateral  Administrative
Order   issued  by  the  Environmental  Protection  Agency  (EPA)
relating  to the Rocky Flats Industrial Park (RFIP) site  and  is
participating  with  the  RFIP group to  perform  an  Engineering
Evaluation/Cost  Analysis on the property.   The  RFIP  group  is
attempting to allocate costs for groundwater cleanup, but  as  of
yet, there is no estimate of this cost.

      The  Company  has received requests from the  Environmental
Protection  Agency  for  information related  to  other  disposal
sites;  however, the Company believes its potential liability  is
minimal.   Some of the Company's subsidiaries have been  notified
that  they  may be potentially responsible parties  (PRPs)  under
CERCLA  or similar state laws with respect to the remediation  of
certain sites where hazardous substances have been released  into
the environment.  The law governing Superfund sites provides that
PRPs  may be jointly and severally liable for the total costs  of
remediation.  Generally, however, liability is determined through
litigation  and/or settlement among the PRPs based  on  equitable
factors   including  waste  volume  contribution.   The  ultimate
magnitude  of liability for any PRP under CERCLA depends  upon  a
number of factors such as their equitable share of liability, the
selected method of remediation, the timing of work, the number of
financially solvent PRPs ultimately responsible for payment,  the
effect of inflation, the ability to recover costs from former and
current insurance carriers and the development of new remediation
technologies.   The  Company cannot predict  with  certainty  the
total  costs  of remediation, its share of the total  costs,  the
extent  to  which  contributions will  be  available  from  other
parties,   the   amount  of  time  necessary  to   complete   the
remediation, or the availability of insurance.  However, based on
investigations to date, the Company believes that  any  liability
with  respect  to  these  sites would  not  be  material  to  the
financial  condition and results of operations  of  the  Company,
without consideration of insurance recoveries.  There can  be  no
certainty, however, that the Company will not be named as  a  PRP
at   additional   Superfund  sites  or  be   subject   to   other
environmental matters in the future or that the costs  associated
with those additional sites or matters would not be material.

      The  Clean Air Act Amendments of 1990 (CAAA) establish  new
permitting  requirements.  Regulations promulgated and continuing
to  be  promulgated  under Title V and  Title  III  of  the  CAAA
required the Company to apply for new permits at several  of  its
facilities  during  1996  and 1997.  The  Company's  subsidiaries
continue to address the requirements under these regulations and,
until  the  permitting  process is complete,  the  full  economic
impact of these regulations cannot be determined.

     Congress and state legislatures have considered and continue
to  consider  various  proposals that, if  passed,  could  impose
significant new requirements on the packaging industry related to
recyclability,  recycled  content or  minimization  of  packaging
products.   Although  Graphic  Packaging  believes  its  products
compare favorably to known competitors' products in these  areas,
these  legislative  requirements,  if  adopted,  could  adversely
affect Graphic Packaging's operations.  The Company is unable  to
predict  whether, or when, such legislative changes, if any,  may
be  made.  Graphic Packaging continually strives to minimize  the
amount  of  material  required  to fabricate  packaging  for  its
customers and to use recycled materials to produce packaging that
can be recycled or safely incinerated.

     Various local, state and federal laws, rules and regulations
relating to the environment, health and safety are applicable  to
the  Company's ongoing operations.  The complexity and number  of
these  regulations continue to proliferate.  The resulting impact
of  these  actions increases the cost structure of the  Company's
subsidiaries and the price of their products.

      The Company seeks to proactively take steps to decrease its
potential  for  environmental  liabilities,  and  has  remediated
potential  sites  and  taken actions  to  avoid  using  hazardous
substances.

Year 2000

     Management  has  initiated  an  enterprise-wide  program  to
prepare  the  Company's  computer and manufacturing  systems  and
applications  for  the year 2000.  The Company expects  to  incur
internal  staff  costs as well as consulting and  other  expenses
related to the year 2000 project.   At this point, the Company is
not  able  to  determine the estimated cost  for  its  year  2000
project and, if unresolved, whether the year 2000 issue will have
a material impact on the operations of the Company.


Employees

      As  of  March 1, 1998, the Company had approximately  5,600
full-time employees.  Management considers its employee relations
to be good.


ITEM 2.  PROPERTIES

     The Company believes that its facilities are well maintained
and  suitable  for their respective operations. The  table  below
lists the Company's plants and most other physical properties and
their locations and general character:

Facility             Location                           Character

ACX Technologies:
Company Headquarters Golden, Colorado

Coors Ceramics:
Manufacturing        Benton, Arkansas(1)                Ceramic Products
Manufacturing        Milpitas, California(2)            Ceramic Products
Manufacturing        Grand Junction, Colorado           Ceramic Products
Manufacturing        Chattanooga, Tennessee             Ceramic Packages
Manufacturing        Hillsboro, Oregon                  Ceramic Products
Manufacturing        Lawrence, Pennsylvania(2)          Ceramic Products
Manufacturing        Norman, Oklahoma                   Ceramic Products
Manufacturing        Oklahoma City, Oklahoma(5)         Ceramic Products
Manufacturing        Glenrothes, Scotland(5)            Ceramic Products
Manufacturing        Oak Ridge, Tennessee(3)            Ceramic Products
Manufacturing        Austin, Texas(2)                   Ceramic Products
Manufacturing        Odessa, Texas                      Ceramic Products
Manufacturing        El Segundo, California(2)          Fluoropolymer Products
Manufacturing and    Golden, Colorado(4)                Ceramic Products
  Company Offices
 
Graphic Packaging:
Manufacturing        Boulder, Colorado(2)               Folding Carton/Labels
Manufacturing        Lawrenceburg, Tennessee            Folding Carton
Manufacturing        Richmond, Virginia                 Folding Carton
Manufacturing        Bow, New Hampshire                 Folding Carton
Manufacturing        Centralia, Illinois                Folding Carton
Manufacturing        Ft. Smith, Arkansas                Folding Carton
Manufacturin         Mitchell, South Dakota             Folding Carton
Manufacturing        Lumberton, North Carolina          Folding Carton
Manufacturing        Saratoga, New York                 Folding Carton
Manufacturing        Golden, Colorado                   Labels
Manufacturing        Malvern, Pennsylvania              Flexible Packaging
Manufacturing        Franklin, Ohio                     Flexible Packaging
Manufacturing        Richmond, British Columbia(2)      Flexible Packaging
Manufacturing        Winnipeg, Manitoba                 Flexible Packaging
Manufacturing        Mississauga, Ontario(2)            Flexible Packaging
Manufacturing        Charlotte, North Carolina          Flexible Packaging
Company Offices      Golden, Colorado(2)
                     Huntersville, North Carolina(2)
                     Bow, New Hampshire

Britton Group Plastics Division(6):
Manufacturing        Winsford, Cheshire, England        Polyethylene extruding
Manufacturing        Louth, Lincolnshire, England (1)   Polyethylene extruding
Manufacturing        Letchworth, Herts, England         Polyethylene extruding
Manufacturing        Hartlepool, Cleveland, England     Polyethylene extruding
Manufacturing        Ilkeston, Derbyshire, England      Polyethylene extruding
Manufacturing        South-on-Sea, Essex, England       Polyethylene extruding
Manufacturing        Enfield, Middlesex, England        Polyethylene extruding
Manufacturing        Bletchley, Milton Keynes, England  Polyethylene extruding
Company Offices      London, England(2)

Developmental Businesses:
Grain Processing
  Plant              Johnstown, Colorado                Refined Starch
Grain Elevator       Johnstown, Colorado                Corn Handling and
                                                          Storage
Research Facilities  Johnstown, Colorado                Research and Pilot 
                                                          Operations
Research Facilities  Golden, Colorado                   Research and Pilot
                                                          Operations
Integration and
  Distribution       Scottsdale, Arizona                Solar Panel Integration
                                                          and Distribution
Manufacturing        Safford, Arizona(2)                Solar Panel Distribution
Manufacturing        La Rioja, Argentina                Solar Panel
                                                          Manufacturing
Integration and
  Distribution       Buenos Aires, Argentina            Solar Panel Distribution
Company Offices      Golden, Colorado(2)


(1)  Two facilities.
(2)  Leased facilities.
(3)  Three facilities, one of which is leased.
(4)  Four facilities, one of which is leased.
(5)  Two facilities, one of which is leased.
(6)  Management has decided to sell this division.

      The operating facilities of the Company are not constrained
by capacity issues.


ITEM 3.  LEGAL PROCEEDINGS

       In   the   ordinary  course  of  business,  the  Company's
subsidiaries are subject to various pending claims, lawsuits  and
contingent  liabilities, including claims by  current  or  former
employees   relating   to  employment,  sexual   harassment,   or
termination.  In addition, the Company brought suit  in  December
1996   in   Colorado  state  court  relating  to  a   fixed-price
construction  contract dispute in which a counterclaim  has  been
filed.   In  each  of  these cases, the Company  is  denying  the
allegations  made against it and is vigorously defending  against
them.   The  Company does not believe that disposition  of  these
matters  will  have a material adverse effect  on  the  Company's
consolidated  financial position or results of  operations.   For
specific  information regarding environmental legal  proceedings,
see "Environmental Matters."

      In  1996 several current and former employees of a  defense
equipment  manufacturer  and  their  spouses  brought  a  lawsuit
against  Coors  Ceramics and a beryllium supplier  alleging  that
they  contracted chronic beryllium disease from products supplied
by  Coors Ceramics and the beryllium supplier.  After exchange of
information, plaintiffs dismissed Coors Ceramics from the suit.

      In  January 1997, Golden Technologies and several suppliers
of  high fructose corn syrup were sued in the U.S. District Court
for  the District of Oregon by a candy company claiming violation
of  federal  and  state antitrust laws in sales  of  corn  syrup.
Golden Technologies was only an occasional and minor supplier  to
the   plaintiff.   The  case  was  transferred  for   pre   trial
proceedings only to the U.S. District Court for Central  Illinois
as   part  of  an  existing  consolidated  class  action.  Golden
Technologies  is vigorously defending against these  allegations,
and,  after the close of discovery in May 1998, if plaintiff does
not  voluntarily dismiss Golden Technologies, Golden Technologies
intends to move for summary judgment.

      As  part of the 1994 acquisition of four flexible packaging
facilities,  the  former  shareholders of  the  acquired  company
deposited  ACX Technologies' common stock, valued at $10  million
at  the date of acquisition, into escrow and severally agreed  to
indemnify the Company against certain liabilities including:  (i)
environmental liabilities if the Company makes a successful claim
for  indemnification by June 30, 2002; (ii) tax  liabilities,  if
the  claim  is made within 30 days after expiration of applicable
statutes  of  limitation or appeals; and (iii) other liabilities,
if the claim was made by June 30, 1996.  In March 1995, an action
was brought against the Company in Calgary, Alberta for which the
Company is seeking indemnification under the escrow agreement  in
the  event that the Company suffers a loss.  The action is  being
held in abeyance until the resolution of the underlying tax issue
with  Revenue Canada.  The Company believes that it will  prevail
in the litigation or be indemnified against a loss.

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

     No matters were submitted to a vote of security holders
during the fourth quarter ended December 31, 1997.
                                
                                
                             PART II

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

      The  Company's common stock is currently quoted on the  New
York  Stock Exchange under the symbol ACX.  The range of the high
and  low sales price per share for each quarter of 1997 and  1996
were as follows:

Market Price              1997                       1996
                  ----------------------     ---------------------
                  High          Low          High          Low
                  ---------     --------     -------       -------
First Quarter     $19 7/8       $17 3/4      $18 1/4       $14 5/8
Second Quarter    $22 11/16     $17 3/4      $22           $17 1/2
Third Quarter     $27 3/8       $22 5/8      $20 1/2       $16 3/8
Fourth Quarter    $27 1/4       $24 7/16     $20           $16 7/8

     During 1997 and 1996, no dividends were paid by the Company.
At  this  time, the Company anticipates that it will  retain  any
earnings  and  that  the Company will not pay  dividends  to  its
shareholders  in  the  foreseeable future.  Also,  the  Company's
credit facilities require maintenance of certain financial ratios
that may affect its ability to pay dividends.

       On   March   1,  1998,  there  were  approximately   2,665
shareholders of record of the Company's common stock.


ITEM 6.  SELECTED FINANCIAL DATA
 
                             Financial Highlights - Five Year Overview

In thousands, except per                                         
share and ratio data        1997      1996     1995      1994      1993
                          --------  --------  --------  --------  --------
Summary of Operations                                                
                                                                     
Net sales                 $731,085  $712,380  $660,853  $578,705  $513,037
                          --------  --------  --------  --------  -------- 

Gross profit              $178,611  $156,525  $152,824  $120,172  $ 98,689
                                                                     
Marketing, general and                                               
   administrative         $ 91,632  $ 77,947  $ 75,071  $ 67,311  $ 60,886
Research and development    15,558    15,300    16,312    14,410    13,499
Asset impairment and                                                  
   restructuring charges    21,880    34,642     2,735       ---       ---
                          --------  --------  --------  --------  --------
Operating income          $ 49,541  $ 28,636  $ 58,706  $ 38,451  $ 24,304
                          --------  --------  --------  --------  --------
Income from continuing
   operations             $ 27,716  $ 11,409  $ 31,247  $ 19,683  $ 13,014
                          --------  --------  --------  --------  --------
Per basic share of                                                   
  common stock:[c]
  Continuing operations      $0.99     $0.41     $1.17     $0.75     $0.51
  Net income (loss)          $0.99    ($3.30)    $0.89     $0.76     $0.49
                                                                     
Per diluted share of                                                 
  common stock:[c]
  Continuing operations[a]   $0.96     $0.40     $1.14     $0.74     $0.51
  Net income (loss)[a,b]     $0.96    ($3.23)    $0.87     $0.75     $0.49



Financial Position                                                   

Working capital           $158,551  $154,626  $168,801  $146,678   $51,845
Total assets              $701,196  $676,692  $785,486  $760,290  $656,217
Short-term debt                ---       ---       ---    $3,600   $71,000
Long-term debt            $100,000  $100,000  $100,000  $108,295       ---
Shareholders' equity      $430,531  $397,903  $488,374  $457,454  $418,602 


                                                                     
Other Information                                                    

Total debt to                                                        
  capitalization             18.8%     20.1%     17.0%     19.7%     14.5%
Net book value per share                                             
  of common stock           $15.17    $14.24    $18.14    $17.19    $16.32
                                                                     

[a]  Asset  impairment  and  restructuring  charges resulted in a
loss  per  diluted  share  impact of $0.47,  $0.81 and  $0.06  in
1997, 1996, and 1995, respectively.

[b]  During 1996  the  Company  discontinued  the  operations  of
Golden Aluminum Company.  The income (loss) per diluted share for
Golden  Aluminum  was $(3.63), $(0.27), $0.01,  and  $(0.02)  for
1996, 1995, 1994 and 1993, respectively.

[c]  All  earnings per share data have been  restated  in
accordance  with Statement of Financial Accounting Standards  No.
128, "Earnings per Share."



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

General Overview

      ACX  Technologies, Inc. (the Company),  together  with  its
subsidiaries,   is  a  diversified,  value  added   manufacturing
organization   focused  on  pioneering  differentiated   customer
solutions.   Two  business segments compose the majority  of  the
Company's   results  from  operations:   the  ceramics  business,
operated through Coors Ceramics Company (Coors Ceramics), and the
packaging    business,   operated   through   Graphic   Packaging
Corporation (Graphic Packaging).

      Coors  Ceramics develops, manufactures and  sells  advanced
technical ceramic products and other engineered materials  across
a   wide   range  of  product  lines  for  a  variety  of  custom
applications.   Coors Ceramics, which has been  in  business  for
more  than  77  years,  is  the largest  U.S.-owned,  independent
manufacturer  of  advanced technical ceramics.  As  part  of  its
strategy  to  broaden its material base, Coors Ceramics  acquired
Tetrafluor,  Inc. (Tetrafluor) in 1997.  Tetrafluor  manufactures
Teflonr fluoropolymer sealing systems and components for  use  in
aerospace,   industrial  and  transportation   industries.    The
majority of Coors Ceramics' 1997 sales were to the petrochemical,
power generation and mining, semiconductor equipment, automotive,
telecommunications and pulp and paper industries.

      Graphic  Packaging  manufactures both  folding  carton  and
flexible  packages  and participates in the beverage,  detergent,
cereal,  tobacco, pet food, confection and personal care markets.
In  1996,  Graphic  Packaging acquired  Gravure  Packaging,  Inc.
(Gravure)  located in Richmond, Virginia.  In January  1998,  the
Company  acquired control of Britton Group plc (Britton) pursuant
to  a  cash  tender offer.  Britton is an international packaging
group  operating through two principal divisions: folding cartons
and  plastics.  The folding cartons division, Universal Packaging
Corporation    (Universal   Packaging),   is   a   non-integrated
manufacturer  of  folding  cartons in  the  United  States,  with
capabilities in design, printing and manufacturing of  multicolor
folding  cartons.  The plastics division of Britton includes  the
extrusion, conversion and printing of polyethylene into films and
bags  for  industrial  customers.  The  results  of  the  folding
cartons division will be reflected in the accounts of the Company
beginning  January  14,  1998.  The  plastics  division  will  be
accounted  for as a discontinued operation based on  management's
decision to sell this business.

     In addition to the primary operating businesses, the Company
owns  technology-based developmental businesses operated  through
Golden  Technologies Company, Inc. (Golden Technologies).  Golden
Technologies'  focus  is  on assembling  and  distributing  solar
electric  systems, serving as general partner for a  real  estate
development  partnership, and developing biodegradable  plastics,
for  which the Company is seeking a strategic financial  partner.
Additionally,   the  historical  results  for  the  developmental
businesses include the operations of a corn-wet milling  facility
that  produced high-fructose corn syrup and refined corn  starch.
In 1997, the Company exited the high-fructose corn syrup business
due  to  rising  corn costs and excess high-fructose  corn  syrup
supply.  Effective March 31, 1997, the operations at the corn-wet
milling facility were converted to producing corn starch only.

      This  financial  review  presents the  Company's  operating
results  for each of the three years in the period ended December
31,  1997, and its financial condition at December 31,  1997  and
1996.   This  review  should  be  read  in  connection  with  the
information  presented in the Consolidated  Financial  Statements
and the related notes thereto.

Discontinued Operations

     In 1996, the Board of Directors adopted a plan to dispose of
the Company's aluminum rigid container sheet business operated by
Golden  Aluminum Company (Golden Aluminum).  In conjunction  with
this  decision,  the Company recorded pretax  charges  of  $155.0
million for anticipated losses upon the disposition and estimated
operating  losses  of the business through the disposition  date.
In  March of 1997, the sale of Golden Aluminum was completed  for
$70.0  million,  of which $10.0 million was paid at  closing  and
$60.0  million is due within two years.  In accordance  with  the
purchase  agreement, the purchaser has the right  to  return  the
property, plant and equipment back to the Company during the two-
year  period  in discharge of the $60.0 million obligation.   The
initial payment of $10.0 million is non-refundable.

      The historical operating results and the estimated loss  on
the  sale  of  this business have been segregated as discontinued
operations on the accompanying Consolidated Income Statement  for
all  periods  presented.  The assets and  liabilities  of  Golden
Aluminum  which were held for sale as of December 31,  1996  have
been  separately identified on the Consolidated Balance Sheet  as
net current or noncurrent assets of discontinued operations.  The
current  assets  consist  primarily of  accounts  receivable  and
inventory,  partially offset by accounts payable.  The noncurrent
assets  are  composed  of the fixed assets  of  Golden  Aluminum.
Substantially all the assets of Golden Aluminum have been sold as
of December 31, 1997.

      Discontinued  operations have not been  segregated  on  the
Consolidated   Statement   of  Cash  Flows.    Accordingly,   the
Consolidated Statement of Cash Flows includes sources and uses of
cash for Golden Aluminum.

Results from Continuing Operations

     Consolidated

     Net sales for 1997 were $731.1 million, an increase of $18.7
million,  or  2.6%, over 1996 net sales of $712.4 million.  Solid
sales  growth  of  10.3% at Coors Ceramics and  5.4%  at  Graphic
Packaging contributed to this consolidated increase and  resulted
in  net  sales records for both companies.  Partially  offsetting
these  increases  was  a 31.7% decrease in net  sales  at  Golden
Technologies,  which  is  no longer producing  or  selling  high-
fructose  corn  syrup.   Net sales for  1996  of  $712.4  million
increased  7.8%  over  1995  net sales  of  $660.9  million.  The
Company's  sales  growth  for  1996 benefited  from  the  Gravure
acquisition  by  Graphic  Packaging  in  March  of  1996.   Coors
Ceramics'  sales also grew in 1996, primarily due  to  internally
generated sales opportunities.

     Net sales to Coors Brewing Company (Coors Brewing) consisted
of  packaging products and refined corn starch and accounted  for
15.5%,  16.7%  and 19.0% of 1997, 1996 and 1995  total  revenues,
respectively.   The Company continues to pursue new  markets  and
customers  in an effort to be less dependent upon Coors  Brewing.
The Company's acquisition of Britton advances this strategy.

      The  Company  had 1997 export sales, primarily  to  Western
European, Canadian and Asian markets, of $82.1 million, or  11.2%
of  total  net  sales.  This compares to export  sales  of  $77.2
million, or 10.8% of total sales, in 1996.  In 1995, export sales
accounted for $67.8 million, or 10.3% of total net sales.

      Future years' sales growth is expected to be solid in  both
the ceramics and packaging businesses, fostered by the pursuit of
niche  acquisitions, additional base business  revenues  and  the
strength  of  relationships  with existing  customers  for  their
future needs.  Golden Technologies will focus its efforts on  the
solar  electric distribution business, with modest  increases  in
sales expected over the next few years.

      Consolidated gross margin (gross profit as a percentage  of
net  sales) was 24.4%, 22.0% and 23.1% for 1997, 1996  and  1995,
respectively.  Gross margin improved at Graphic Packaging  during
1997,  1996 and 1995 due to increased sales volumes, productivity
gains,   operating  efficiencies  and  the  Gravure  acquisition.
Partially  offsetting  these  gains, Coors  Ceramics  experienced
slight  declines  in  margins in 1997,  primarily  due  to  lower
margins on certain sales resulting from currency influenced price
competition.  Downturns in Coors Ceramics' telecommunication  and
semiconductor  businesses contributed to the  lower  consolidated
gross  margins in 1996. During 1996, Golden Technologies impacted
consolidated  margins when corn syrup prices fell sharply,  while
the  Company's  decision  to  exit the  corn  syrup  business  in
February 1997 resulted in improved margins for 1997.

      Marketing,  general and administrative expenses  for  1997,
1996  and  1995  were  $91.6 million,  $77.9  million  and  $75.1
million,  which represented 12.5%, 10.9% and 11.4% of net  sales,
respectively.   The  increase  in 1997  is  attributable  to  the
inclusion  of  a  full year of expenses for  the  solar  electric
businesses acquired in November 1996.

      Research and development costs increased slightly to  $15.6
million in 1997 from $15.3 million in 1996. The 1996 research and
development expenses represented a decrease of $1.0 million  from
1995   expense   of  $16.3  million.  Changes  in  research   and
development  expenses are attributable primarily  to  changes  in
activity levels at Golden Technologies.  Golden Technologies will
focus  its  future  efforts  on the solar  electric  distribution
business  and  anticipates  a  decline  in  future  research  and
development expenses.


Operating Income from
Continuing Operations by Segment
(In millions)
                                       1997    1996    1995
                                     ------  ------  ------
Coors Ceramics                        $48.2   $44.2   $47.4
Graphic Packaging before                                   
   restructuring charges               44.8    41.0    34.5
Golden Technologies before                                 
   asset impairment and                                 
   restructuring charges              (11.4)  (13.8)  (11.4)
Corporate                             (10.2)   (8.2)   (9.5)
                                      -----   -----   -----
Operating income before asset                              
   impairment and                                           
   restructuring charges               71.4    63.2    61.0
Graphic Packaging                                          
   restructuring charges               (2.1)    ---     ---
Golden Technologies asset                                  
   impairment and restructuring                            
   charges                            (19.8)  (34.6)   (2.3)
                                      -----   -----   -----
Operating income after                                     
  asset impairment and                                     
   restructuring charges              $49.5   $28.6   $58.7
                                      =====   =====   =====


      Consolidated  operating  income for  1997  excluding  asset
impairment  and restructuring charges grew to $71.4  million,  an
increase  of  $8.2 million, or 12.9%, over 1996 operating  income
before   asset  impairment  and  restructuring  charges.   Record
operating  income  at both Coors Ceramics and  Graphic  Packaging
contributed to this gain.   The comparable increase in  operating
income  in 1996 over 1995 was $2.2 million, primarily due to  the
Gravure acquisition, offset in part by lower operating income  at
Coors    Ceramics    resulting    from    downturns    in     the
telecommunications, semiconductor and data processing industries.

      Asset  impairment charges totaled $16.6 million  and  $32.2
million in 1997 and 1996, respectively.  During 1997, the Company
adopted  a  plan  to limit future funding and  seek  a  strategic
financial  partner  to work toward commercialization  for  Golden
Technologies'  biodegradable  polymer  project.   This   decision
reduced  expected future cash flows for this activity to a  level
below  the  carrying  value of the manufacturing  and  intangible
assets  of  this  project.  In 1996, the Company  recorded  $32.2
million  in  asset  impairment charges related  to  the  corn-wet
milling business and the solar panel manufacturing activity.  The
assets  of  the  corn-wet milling business became  impaired  when
unfavorable  market  conditions in the high-fructose  corn  syrup
market  reduced  selling  prices by half  and  decreased  ongoing
customer  purchase commitments and anticipated  future  net  cash
flows.   The  solar  panel manufacturing activity  assets  became
impaired  due to a lack of a currently viable market for  cadmium
telluride solar panels, the lack of an alternative use for  panel
manufacturing assets and management's new focus on solar electric
distribution.

     The  Company  recorded restructuring charges  totaling  $5.3
million  and  $2.4  million in 1997 and 1996, respectively.   The
following   table   summarizes   accruals   related   to    these
restructuring charges:
     
                                               Corn                  
                      Golden    Biodegradable  Syrup   Graphic       
                   Technologies Polymer Exit   Exit   Packaging      
(In millions)       Realignment     Plan       Plan  Headquarters Total
                    ----------   -----------   -----  ----------  -----
1996 restructuring                                                   
 charges               $2.4         $---       $---      $---      $2.4

Cash paid              (0.2)         ---        ---       ---      (0.2)

Non-cash expenses      (0.4)         ---        ---       ---      (0.4)
                      -----        -----      -----     -----     ----- 
Balance,                                                             
  December 31, 1996     1.8          ---        ---       ---       1.8

1997 restructuring                                         
  charges               ---          0.9        2.3       2.1       5.3

Cash paid              (1.8)        (0.5)      (1.4)     (0.2)     (3.9)

Non-cash expenses       ---          ---        ---      (0.2)     (0.2)
                      -----        -----      -----     -----     -----
Balance,
 December 31, 1997     $---         $0.4       $0.9      $1.7      $3.0
                      =====        =====      =====     =====     =====

      During  1997,  the  Company  eliminated  40  research  and
administrative positions and recorded approximately $0.9 million
in  severance  and  outplacement costs  related  to  the  Golden
Technologies' biodegradable polymer project.  The  Company  made
cash  outlays of approximately $0.5 million related to this plan
in  1997.  Remaining cash costs of $0.4 million are expected  to
be  paid  by mid-1998.  The Company anticipates this  plan  will
improve  the  operating  performance of Golden  Technologies  by
eliminating future losses associated with this project.

     Due to significant over capacity and sharp price reductions
in  the  high-fructose  corn  syrup market,  which  resulted  in
operating  losses,  the Company adopted  a  plan  to  exit  this
business in the first quarter of 1997.  As a result, the Company
eliminated  approximately  70 manufacturing  and  administrative
positions and recorded $2.3 million in severance and other  exit
costs.  During 1997, the Company made approximately $1.4 million
in  cash  outlays related to this plan.  The Company expects  to
complete this restructuring plan and make remaining cash outlays
of approximately $0.9 million during 1998.
     
     In  December  1997,  the Company recorded  a  $2.1  million
charge related to the closure of the Graphic Packaging corporate
offices   in   Wayne,  Pennsylvania.   Graphic   Packaging   has
established  its  new  headquarters in  Golden,  Colorado.   The
closure   of   the  Wayne  office  resulted  in  severance   and
outplacement   costs  of  $1.1  million  for  approximately   22
administrative  employees.  During 1997, the Company  made  cash
payments  of  $0.2  million related to this plan.   The  Company
expects  to  complete  this plan and  make  the  remaining  cash
outlays  of  $1.7 million in the first quarter  of  1998.   This
action  is expected to result in annual savings of approximately
$2.0  million, primarily through reduced rent expense and  state
tax savings.

     In   the   fourth   quarter  of  1996,  certain   management
realignments  were made at Golden Technologies and in  the  solar
electric distribution business resulting in the elimination of 16
administrative  positions.  Approximately $2.0 million  was  paid
for  severance and other exit costs related to this charge.  This
restructuring was substantially completed in 1997.  This plan  is
expected  to  improve operating results through reduced  employee
expenses and improved management coordination.

      Interest expense for 1997, 1996 and 1995 was $8.7  million,
$8.2  million  and $9.3 million, respectively.  The $0.5  million
increase  in  1997  resulted  primarily  from  lower  capitalized
interest amounts associated with fewer large capital projects  in
1997.   The  $1.1  million decrease in 1996 pertains  to  reduced
borrowing  costs  associated with the  Company's  $125.0  million
committed  bank  facility and fewer short-term borrowings  during
the year.

      The consolidated effective tax rate for the Company in 1997
was 39.9% compared to 49.1% in 1996 and 39.0% in 1995. The higher
tax  rate  in  1996 compared with 1997 and 1995 resulted  from  a
lower  1996  earnings base, which increased the  impact  of  non-
deductible  items.   In addition, no tax benefit  was  taken  for
built-in losses on a subsidiary experiencing tax losses  and  for
capital  losses  that may not be deductible  due  to  a  lack  of
offsetting  capital gains.  The Company expects to  maintain  its
effective  tax  rate for future years at the historical  rate  of
approximately 40.0%.

      Consolidated income from continuing operations improved  to
$27.7  million  in 1997, a $16.3 million improvement  over  $11.4
million of income from continuing operations for 1996.  Excluding
asset  impairment  and restructuring charges  discussed  earlier,
income from continuing operations for 1997 was $41.3 million,  or
$1.43  per diluted share, compared with $34.2 million,  or  $1.21
per diluted share, in 1996.

     Coors Ceramics

      Coors  Ceramics' net sales for 1997 increased $28.4 million
to  $304.8  million over 1996 net sales of $276.4  million.  This
10.3%  increase  is primarily attributable to a  rebound  in  the
telecommunications, semiconductor and data processing  industries
and  increased  sales volumes to the petrochemical industry.  The
August  1997 acquisition of Tetrafluor, a manufacturer of Teflonr
fluoropolymer parts, expanded Coors Ceramics' material  base  and
added  $5.8 million in revenue for 1997.  In 1996, net  sales  of
$276.4  million  increased 2.0% over 1995  net  sales  of  $270.9
million.   Improved  sales  of  power  tubes,  beverage   valves,
precipitators and pulp and paper industry products accounted  for
this   sales  growth,  partially  offset  by  downturns  in   the
telecommunications, semiconductor and data processing  industries
in  1996.  Coors Ceramics competes primarily on quality and  thus
volume, not price, continues to be the catalyst for increases  in
sales  dollars. International sales as a percentage of total  net
sales decreased slightly in 1997 to 27.0% from 28.9% in 1996  and
28.1%  in  1995. The decrease in international sales in 1997  was
due  to  gains in domestic sales, lower sales dollars  from  some
international   customers  due  to  currency   influenced   price
competition  and  weaker  demand  from  certain  foreign   mining
industry customers.

      Operating  margins  decreased slightly  in  1997  to  15.8%
compared to 16.0% in 1996 and 17.5% in 1995.  The strength of the
U.S.  dollar  compared to certain foreign currencies resulted  in
increased  price competition in some foreign markets.   The  1996
margin  decline  reflected  downturns in  the  semiconductor  and
telecommunications industries.

       On  the  strength  of  sales  increases,  Coors  Ceramics'
operating income for 1997 rose $4.0 million, or 9.1%, to a record
$48.2  million.  Operating income for 1996 of $44.2  million  was
$3.2  million,  or  6.7%, less than the $47.4  million  operating
income  reported in 1995.  The lower operating income in 1996  as
compared to 1995 resulted from the declines in the semiconductor,
telecommunications and data processing industries.

      In  1998, Coors Ceramics will continue its efforts to  grow
through  new  product development, expanded market share  in  its
current  product lines and the addition of new materials  to  its
product  mix.   The  1998  outlook is  also  dependent  upon  the
continued  strength  of  the U.S. and European  economies,  Coors
Ceramics'  ability to compete despite the strong U.S. dollar  and
effective capacity utilization.  Additionally, Coors Ceramics  is
currently  evaluating  the  commercial  viability  of   its   C-4
developmental program.

     Graphic Packaging

      Graphic Packaging's net sales for 1997 were $365.1 million,
an  increase  of $18.6 million, or 5.4%, over 1996 net  sales  of
$346.5  million.  The increase in net sales for 1997 was a result
of  additional volume in several markets including confectionery,
bakery,  snack  food and detergent. Net sales for 1996  increased
12.5%  over 1995 net sales of $308.1 million, primarily a  result
of  the  Gravure  acquisition in 1996.  In 1997, 1996  and  1995,
folding   carton   sales  accounted  for  55%,   56%   and   50%,
respectively, with flexible sales accounting for the  balance  of
the business.  Sales to Coors Brewing were approximately 29%, 31%
and 37% of Graphic Packaging's net sales for 1997, 1996 and 1995,
respectively.  In recent years, Graphic Packaging has  sought  to
increase   sales  to  unaffiliated  customers  to  decrease   its
dependence  on  Coors  Brewing. With the  addition  of  Universal
Packaging  in  1998,  Graphic Packaging expects  to  continue  to
further decrease its dependence on Coors Brewing in the future.

      Graphic  Packaging's operating income for  1997  was  $42.7
million,  an  increase  of  $1.6  million,  or  3.9%,  over  1996
operating  income.   The  increase in 1997  operating  income  is
primarily attributable to additional volume to the confectionery,
bakery, snack food and detergent markets, as well as productivity
improvements.   Partially offsetting the  increase  in  operating
income  was a $2.1 million fourth quarter 1997 charge related  to
the  closure of Graphic Packaging's headquarters in Pennsylvania.
Graphic  Packaging's operating income for 1996 was $41.0 million,
an increase of $6.5 million, or 18.8%, over 1995 operating income
of  $34.5 million.  The improvement in operating income  in  1996
was   a   result   of   a  combination  of  increased   operating
efficiencies,  the  1996  Gravure  acquisition  and  a  favorable
product  mix.  Operating margin was 11.7%, 11.8%  and  11.2%  for
1997, 1996 and 1995, respectively.  Operating margin improvements
in  1997 related to the increased volumes discussed above, offset
by the 1997 restructuring charge.  Operating margins in 1996 also
improved as a result of the increased operating efficiencies, the
1996 Gravure acquisition and a favorable product mix.

      Graphic Packaging continues to focus on commercializing new
products and processes to serve existing and new markets, and  to
pursue   acquisitions  that  complement  its  existing  business.
Graphic  Packaging believes its strategy of being a  value  added
packaging  provider for higher margin markets  will  continue  to
sustain  its  profitable growth into the future.  The combination
of  innovative  products,  new  state-of-the-art  facilities  and
focused   acquisitions  will  continue  to  support  its   growth
objectives in a highly competitive, consolidating industry.

     Golden Technologies

      Golden  Technologies' 1997 net sales were $61.1 million,  a
decrease of $28.4 million or 31.7% compared to 1996 net sales  of
$89.5  million.  The  decrease in  sales  in  1997  reflects  the
Company's decision to exit the high-fructose corn syrup business,
partially  offset by a full year of sales in the  solar  electric
distribution businesses acquired in November 1996.  Net sales  in
1996  increased $7.6 million compared to 1995 net sales of  $81.9
million.  The increase in sales in 1996 was attributable  to  the
November  1996  acquisition  of the solar  electric  distribution
businesses.   The remaining increase was the result of  increased
selling prices for commodity byproducts of the high-fructose corn
syrup  operation,  offset  in part by lower  selling  prices  for
fructose.

      Golden  Technologies reported an operating  loss  of  $31.2
million  in  1997,  which  included  the  asset  impairment   and
restructuring  charges discussed earlier.  Operating  losses  for
1996  were  $48.4  million,  including  $34.6  million  in  asset
impairment and restructuring costs.  Excluding the impact of  the
asset  impairment and restructuring charges, Golden Technologies'
operating  loss  decreased  17.4%, or $2.4  million,  from  $13.8
million  in  1996  to $11.4 million in 1997. The  1997  operating
results  include a full year of results from the  solar  electric
distribution  businesses and reflect the  elimination  of  losses
associated  with  the  corn syrup business, partially  offset  by
higher  research  and development expenses at  the  biodegradable
polymer project early in 1997.  The 1996 operating loss of  $13.8
million  represented an increase over the 1995 operating loss  of
$11.4  million.  The  1995  results included  approximately  $5.0
million of operating income from the corn-wet milling business.

Financial Resources and Liquidity

      ACX Technologies' liquidity is generated from both internal
and  external  sources  and is used to  fund  short-term  working
capital needs, capital expenditures and acquisitions.  Internally
generated  liquidity is measured by net cash from operations,  as
discussed below, and working capital.  At December 31, 1997,  the
Company's  working capital (excluding the discontinued operation)
was $158.2 million with a current ratio of 2.4 to 1.

     During  1997,  the Company established an unsecured,  $417.0
million,  364-day revolving credit facility for  the  purpose  of
funding  the  Company's acquisition of Britton. Amounts  borrowed
under  this  facility bear interest at LIBOR plus a  spread  that
increases  over  the  term  of the facility.   In  addition,  the
Company pays a commitment fee on the unused portion of the credit
line.  There  were no amounts outstanding at December  31,  1997.
Subsequent  to  December  31, 1997, the Company  borrowed  $276.0
million under this facility.  The Company intends to replace this
credit  line  with  permanent long-term financing  prior  to  the
expiration date of the facility.

      During  1997,  the Company had access to a $125.0  million,
multiyear,  unsecured revolving credit facility.   No  borrowings
were  outstanding  under this facility at December  31,  1997  or
1996.   The Company currently is negotiating a new $75.0  million
credit  facility  to  replace  this  line  of  credit  which  was
cancelled by the Company in January 1998.

      In  March of 1997, the Company completed the sale of Golden
Aluminum.   This sale generated $10.0 million in cash at  closing
and  is expected to generate an additional $60.0 million in  cash
within two years if the buyer does not return Golden Aluminum  to
the  Company as permitted by the purchase agreement.  The working
capital  of  Golden  Aluminum, which was not  part  of  the  sale
agreement, was liquidated in 1997.

      As  shown in the Consolidated Statement of Cash Flows,  net
cash provided by operations was $117.4 million, $46.2 million and
$97.2  million  for  1997,  1996  and  1995,  respectively.   The
increase  between  1996  and  1997 resulted  primarily  from  the
liquidation  of  the  working capital of  Golden  Aluminum.   The
decrease  from  1995  to  1996  was  primarily  attributable   to
increased losses experienced in discontinued operations  as  well
as declines in accounts payable.

      During  1997,  1996 and 1995, net cash from operations  was
used  to  fund capital requirements and acquisitions.  Over  this
three-year  period, total capital expenditures for  the  Company,
excluding corporate, were $172.9 million, as follows:

(In millions)                  1997    1996    1995
                              -----   -----   -----
Coors Ceramics                $28.8   $30.3   $25.1
Graphic Packaging              18.0    13.3    20.1     
Golden Technologies             9.1    12.6     7.4                
Golden Aluminum -                                  
  discontinued in 1996          ---     1.0     7.2
                              -----   -----   -----
                              $55.9   $57.2   $59.8
                              =====   =====   =====

     Consolidated capital spending during 1997 has been primarily
for technological upgrades to machinery and equipment and related
computer  systems  as  well  as costs  associated  with  facility
expansions and reconfigurations.  The Company expects its capital
expenditures  for  1998  to be between $70.0  million  and  $80.0
million,  primarily  at  Coors Ceramics  and  Graphic  Packaging.
Coors  Ceramics  has  planned  facility  expansions  and  ongoing
equipment  upgrades.  Graphic Packaging's  1998  capital  budget,
which includes expenditures for Universal Packaging, will be used
for  performance improvements to existing equipment and increased
capacity for growing markets.  Golden Technologies will not  have
significant capital expenditures in 1998.

      Acquisitions  during 1997 utilized $44.7 million  in  cash,
primarily  for  the  acquisition of  Tetrafluor  and  the  fourth
quarter purchase of approximately $28.9 million in Britton  stock
in  anticipation  of  the  January  1998  acquisition.  A  future
strategy  of  the  Company is to pursue value added  acquisitions
that provide growth and synergies with the base businesses.

       The   Company  currently  expects  that  cash  flows  from
operations, the sale of certain assets and borrowings  under  its
credit  facilities will be adequate to meet the  Company's  needs
for working capital, temporary financing for capital expenditures
and acquisitions.

      The impact of inflation on the Company's financial position
and results of operations has been minimal and is not expected to
adversely affect future results.

Environmental

     Coors Ceramics has received a demand for payment arising out
of   contamination  of  a  semiconductor  manufacturing  facility
formerly   owned  by  a  subsidiary  of  Coors  Ceramics,   Coors
Components, Inc. (CCI).  Colorado State environmental authorities
are  seeking clean up of soil and ground water contamination from
a  subsequent  owner.  Coors Ceramics sold  CCI  in  1987.  Coors
Ceramics believes that the contamination occurred prior to  Coors
Ceramics'  ownership  of  CCI and there  are  possible  off  site
sources  of  contamination.  Although  Coors  Ceramics  does  not
believe  it has any responsibility for the contamination  or  the
cleanup  and is seeking indemnification from the party from  whom
it  acquired  the  property, Coors Ceramics is  participating  in
mediation and discussions relating to appropriate remediation.

     Coors  Ceramics  has  received a  Unilateral  Administrative
Order   issued  by  the  Environmental  Protection  Agency  (EPA)
relating  to the Rocky Flats Industrial Park (RFIP) site  and  is
participating  with  the  RFIP group to  perform  an  Engineering
Evaluation/Cost  Analysis on the property.   The  RFIP  group  is
attempting to allocate costs for groundwater cleanup, but  as  of
yet there is no estimate of this cost.

     The  Company   has  received   requests  from  the  EPA  for
information related to other disposal sites, however, the Company
believes  its  potential liability  is minimal.  In addition, the
Company seeks to proactively take steps to decrease its potential
for environmental liabilities, and has remediated potential sites
and taken actions to avoid using hazardous substances.

Year 2000

     Management  has  initiated  an  enterprise-wide  program  to
prepare  the  Company's  computer and manufacturing  systems  and
applications  for  the year 2000.  The Company expects  to  incur
internal  staff  costs as well as consulting and  other  expenses
related to the year 2000 project.   At this point, the Company is
not  able  to  determine the estimated cost  for  its  year  2000
project and, if unresolved, whether the year 2000 issue will have
a material impact on the operations of the Company.

Factors That May Affect Future Results

      Certain  statements  in this document constitute  "forward-
looking  statements" within the meaning of the Private Securities
Litigation  Reform Act of 1995.  Such forward-looking  statements
involve  known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of
ACX  Technologies  to  be materially different  from  any  future
results, performance or achievements expressed or implied by  the
forward-looking statements.  Specifically, 1) continued growth is
dependent upon general economic conditions, such as the  position
of  the U.S. dollar in relation to other currencies; 2) continued
growth  is  also  dependent  upon business  conditions  remaining
stable,  or  growing,  within the Company's  chosen  markets  and
without  losing any major customers; 3) the Company's ability  to
develop   new   products  is  exposed  to  the  availability   of
alternative  materials such as metal or plastic; 4) the  addition
of new materials to the product mix is dependent upon identifying
viable  acquisition  opportunities; 5) the Company's  ability  to
continue  to  provide  innovative technology  is  dependent  upon
maintaining   certain  patents  and  trademarks  and  engineering
expertise; 6) the adoption of practices at Universal Packaging is
dependent  upon  the  Company's ability to maximize  efficiencies
with   equipment,  sales,  purchasing  and  employees,  and   the
Company's  ability to successfully merge two corporate  cultures;
and 7) the elimination of future losses at Golden Technologies is
dependent   upon  management's  ability  to  execute   its   exit
strategies.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
  
Index to Financial Statements


  Consolidated Financial Statements:                      Page(s)
    
     Report of Independent Accountants                    27
     
     Consolidated Income Statement for the years
            ended December 31, 1997, 1996 and 1995        28-29
  
     Consolidated Balance Sheet at December 31, 1997
            and December 31, 1996                         30-31
  
     Consolidated Statement of Cash Flows for the years
            ended December 31, 1997, 1996 and 1995        32
  
     Consolidated Statement of Shareholders' Equity
            for the years ended December 31, 1997,
            1996 and 1995                                 33
  
     Notes to Consolidated Financial Statements           34-50
  
     Schedule II - Valuation and Qualifying Accounts
            for the years ended December 31, 1997, 
            1996 and 1995                                 51
  
  


REPORT OF INDEPENDENT ACCOUNTANTS
                                
To the Board of Directors and Shareholders of ACX Technologies, Inc.
                                

     In our opinion, the consolidated financial statements listed
in  the  accompanying  index  present  fairly,  in  all  material
respects,  the financial position of ACX Technologies,  Inc.  and
its  subsidiaries at December 31, 1997 and 1996, and the  results
of  their  operations and their cash flows for each of the  three
years  in the period ended December 31, 1997, in conformity  with
generally   accepted  accounting  principles.   These   financial
statements  are  the responsibility of the Company's  management;
our  responsibility is to express an opinion on  these  financial
statements based on our audits.  We conducted our audits of these
statements   in  accordance  with  generally  accepted   auditing
standards  which require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating  the  overall  financial statement  presentation.   We
believe  that  our  audits  provide a reasonable  basis  for  the
opinion expressed above.


PRICE WATERHOUSE LLP
Denver, Colorado
February 12, 1998




MANAGEMENT'S REPORT TO SHAREHOLDERS

Management  is  responsible  for the preparation,  integrity  and
objectivity  of the financial statements and all other  financial
information  included  in this report.  The financial  statements
have   been  prepared  in  accordance  with  generally   accepted
accounting principles.  Where necessary, the amounts may  reflect
estimates   based  on  management's  best  judgment.   Management
believes  that all material uncertainties have been appropriately
accounted for and disclosed.

Management  has established and maintains a system of  accounting
procedures  and  related internal controls  designed  to  provide
reasonable assurance regarding the safeguarding of assets against
loss  and the reliability of the preparation and presentation  of
its financial statements.

On  the  recommendation of management, Price Waterhouse  LLP  was
selected  by  the  Board  of Directors to conduct  an  objective,
independent audit of the consolidated financial statements.   The
opinion of the independent accountants is shown above.

The  Board  of  Directors, operating through its Audit  Committee
composed  of outside directors, monitors the Company's accounting
control   systems  and  reviews  the  results  of  the   auditing
activities.    The   Audit  Committee  meets  regularly,   either
separately or jointly, with representatives of management,  Price
Waterhouse  LLP and the Company's internal auditors.   To  ensure
complete  independence, Price Waterhouse LLP  and  the  Company's
internal  auditors  have  full  and  free  access  to  the  Audit
Committee   and  may  meet  with  or  without  the  presence   of
management.


JED J. BURNHAM                           BETH A. PARISH
Chief Financial Officer                  Controller and Principal
   and Treasurer                            Accounting Officer




                     ACX TECHNOLOGIES, INC.
                  CONSOLIDATED INCOME STATEMENT
              (In thousands, except per share data)
                                
                                       Years Ended December 31,
                                      1997        1996      1995
                                    --------    --------   --------
Sales                               $617,762    $593,493   $535,419
Sales to Coors Brewing               113,323     118,887    125,434
                                    --------    --------   --------
Total sales                          731,085     712,380    660,853
                                                                   
Costs and expenses:                                                
  Cost of goods sold                 552,474     555,855    508,029
  Marketing, general and                                           
     administrative                   91,632      77,947     75,071
  Research and development            15,558      15,300     16,312
  Asset impairment and                                             
     restructuring charges            21,880      34,642      2,735
                                    --------    --------   --------
    Total operating expenses         681,544     683,744    602,147
                                    --------    --------   --------
Operating income                      49,541      28,636     58,706
                                                                   
Other income (expense):                                            
  Interest expense                    (8,666)     (8,177)    (9,306)
  Interest income                      5,688       1,254      1,395
  Miscellaneous - net                   (447)        696        452
                                     -------     -------    -------
    Total other expense               (3,425)     (6,227)    (7,459)
                                                                   
Income from continuing operations     46,116      22,409     51,247
  operations before income taxes
                                                                   
Income tax expense                    18,400      11,000     20,000
                                     -------     -------    -------
Income from continuing                                             
   operations                         27,716      11,409     31,247
                                     -------     -------    -------
Discontinued operations:                                           
Loss from discontinued
   operations of Golden
   Aluminum Company                      ---      (5,033)    (7,376)
Loss on disposal of Golden                                         
   Aluminum Company                      ---     (98,400)       ---
                                     -------    --------    -------
Net income (loss)                    $27,716    ($92,024)   $23,871
                                     =======    ========    =======
                                                                   
Net income (loss) per basic                                        
   share of common stock:
                                                                   
     Continuing operations             $0.99       $0.41      $1.17
                                                                   
     Discontinued operations             ---       (3.71)     (0.28)
                                     -------     -------    -------
Net income (loss) per basic share      $0.99      ($3.30)     $0.89
                                     =======     =======    =======
                                                                   
Weighted avg. shares                                               
   outstanding - basic                28,118      27,899     26,791
                                     =======     =======    =======
                                                                   
Net income (loss) per diluted                                      
   share of common stock:
                                                                   
     Continuing operations             $0.96       $0.40      $1.14
                                                                   
     Discontinued operations             ---       (3.63)     (0.27)
                                     -------     -------    -------
                                                                   
Net income (loss) per diluted                                      
   share                               $0.96      ($3.23)     $0.87
                                     =======     =======    =======

Weighted avg. shares                                               
   outstanding - diluted              28,885      28,503     27,383
                                     =======     =======    =======

See Notes to Consolidated Financial Statements



                     ACX TECHNOLOGIES, INC.
                   CONSOLIDATED BALANCE SHEET
                         (In thousands)
                                
                                             December 31,
                                           1997        1996
                                        --------   --------
ASSETS                                           
Current assets                                             
  Cash and cash equivalents              $49,355    $15,671
  Accounts receivable, less                                
    allowance for doubtful                                 
    accounts of $3,101 in 1997                            
    and $2,085 in 1996                    77,276     68,840
  Accounts receivable from Coors                           
    Brewing                                4,083      3,046
  Inventories                            113,792    101,520
  Deferred income taxes                   10,946     18,218
  Other assets                            14,188     11,571
  Net current assets of                                    
    discontinued operations                  372     53,052
                                        --------   --------
    Total current assets                 270,012    271,918
                                        --------   --------
                                                           
Properties, net                          249,624    244,615
Notes receivable                          56,549        ---
Goodwill, net                             56,883     46,799
Other assets                              68,128     49,860
Noncurrent assets of                                       
   discontinued operations                   ---     63,500
                                        --------   --------
Total assets                            $701,196   $676,692
                                        ========   ========

LIABILITIES AND SHAREHOLDERS' EQUITY                       
                                                           
Current liabilities                                        
  Accounts payable                       $40,743    $33,021
  Accounts payable to Coors Brewing        2,557        753
  Accrued compensation                    24,571     24,963
  Taxes other than income                  5,214      7,598
  Accrued expenses and other                               
    liabilities                           38,376     50,957
                                        --------   --------   
  Total current liabilities              111,461    117,292
                                                           
Long-term debt                           100,000    100,000
Accrued postretirement benefits           27,453     27,890
Other long-term liabilities               18,838     19,002
                                        --------   --------
  Total liabilities                      257,752    264,184
                                                           
Minority interest                         12,913     14,605
                                                           
Shareholders' equity
Preferred stock, non-voting,
  $0.01 par value, 20,000,000                                    
  shares authorized and no                              
  shares issued or outstanding               ---        ---
Common stock, $0.01 par value,                             
  100,000,000 shares                                       
  authorized and 28,373,000                             
  and 27,934,000 issued and                               
  outstanding at December 31,                              
  1997, and December 31, 1996                284        279
Paid-in capital                          451,336    443,302
Accumulated deficit                      (19,555)   (47,271)
Cumulative translation adjustment                          
   and other                              (1,534)     1,593
                                        --------   --------
  Total shareholders' equity             430,531    397,903
                                        --------   --------
Total liabilities and                                      
   shareholders' equity                 $701,196   $676,692
                                        ========   ========

See Notes to Consolidated Financial Statements



                     ACX TECHNOLOGIES, INC.
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In thousands)
                                
                                          Years Ended December 31,
                                           1997      1996      1995
                                         -------  --------   -------
Cash flows from operating activities:
 Net income (loss)                       $27,716  ($92,024)  $23,871
 Adjustments to reconcile net income
  (loss) to net cash provided by 
  operating activities:
   Loss on disposal of discontinued
     operations, net of tax                  ---    98,400      ---
   Asset impairment and restructuring
     charges                              21,880    34,642    2,735
   Depreciation and amortization          42,663    49,523   49,857
   Change in deferred income taxes        12,335    (6,058)     731
   Change in accrued postretirement
     benefits                               (437)      882    1,309
   (Gain)loss on sale of properties         (391)       98     (476)
   Change in current assets and
     liabilities, net of effects
     from acquisitions
     Accounts receivable                  11,603    10,882    5,343
     Inventories                          17,769    (2,893)     272
     Other assets                          7,349    (3,855)   8,549
     Accounts payable                     (1,462)  (13,561)   5,330
     Accured expenses and
       other liabilities                 (21,792)  (31,656)     (21)
   Change in deferred items               (1,408)    1,939     (121)
   Other                                   1,587      (161)    (195)
                                         -------   -------   ------  
   Net cash provided by
     operating activities                117,412    46,158   97,184
                                         -------   -------   ------

Cash flows from investing
  activities:
  Additions to properties                (56,213)  (57,526) (60,027)
  Acquisitions, net of cash acquired     (44,718)  (34,313)     ---
  Proceeds from sales of properties       13,594     8,764   13,253
  Other                                   (4,283)   (1,250)    (199)
                                         -------   -------  -------
    Net cash used in 
      investing activities               (91,620)  (84,325) (46,973)
                                         -------   -------  -------

Cash flows from financing activities:
  Stock option exercises and other         7,892     1,152    4,593
  Payments on long-term debt                 ---       ---   (8,295)
  Payments on short-term borrowings          ---       ---   (3,600)
                                         -------   -------  -------
    Net cash provided (used)
      by financing activities              7,892     1,152   (7,302)
                                         -------   -------  -------

Cash and cash equivalents: 
  Net increase (decrease) in
    cash and cash equivalents             33,684   (37,015)  42,909
Balance at beginning of year              15,671    52,686    9,777
                                         -------   -------  -------
Balance at end of year                   $49,355   $15,671  $52,686
                                         =======   =======  =======

See Notes to Consolidated Financial Statements




                       ACX TECHNOLOGIES, INC.
           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                          (In thousands)
                                                                         
                                                Retained
                             Common   Paid-in   Earnings
                              Stock   Capital  (Deficit)   Other     Total 
                             ------  --------  ---------   -----   --------
Balance at December 31, 1994   $133  $435,817    $21,716    ($212) $457,454
                                                                         
Exercise of stock options         1     3,246        ---      ---     3,247
Tax benefit of option                                                    
  exercise                      ---       875        ---      ---       875
Issuance of common stock        ---     1,417        ---      ---     1,417
Stock split                     135      (135)       ---      ---       ---
Net income                      ---       ---     23,871      ---    23,871
Cumulative translation                                                   
  adjustment and other          ---       ---        ---    1,510     1,510
                             ------  --------  ---------   ------   -------
Balance at December 31, 1995    269   441,220     45,587    1,298   488,374

                                                                         
Exercise of stock options       ---       308        ---      ---       308
Tax benefit of option                                                    
   exercise                     ---        48        ---      ---        48
Issuance of common stock         10     1,726        ---      ---     1,736
Net loss                        ---       ---    (92,024)     ---   (92,024)
Cumulative translation                                                   
  adjustment and other          ---       ---       (834)     295      (539)
                             ------  --------  ---------   ------   -------
Balance at December 31, 1996    279   443,302    (47,271)   1,593   397,903

                                                                         
Exercise of stock options         4     5,168        ---      ---     5,172
Tax benefit of option                                                    
   exercise                     ---     1,359        ---      ---     1,359
Issuance of common stock          1     1,507        ---      ---     1,508
Net income                      ---       ---     27,716      ---    27,716
Cumulative translation                                                   
   adjustment and other         ---       ---        ---   (3,127)   (3,127)
                             ------  --------  ---------  -------  --------
Balance at December 31, 1997   $284  $451,336   ($19,555) ($1,534) $430,531
                             ======  ========  =========  =======  ========

See Notes to Consolidated Financial Statements




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Summary of Significant Accounting Policies

     Nature  of  Operations:  The operations of ACX Technologies,
Inc.  (the Company) include two primary business segments:  Coors
Ceramics   Company   (Coors  Ceramics)  and   Graphic   Packaging
Corporation   (Graphic  Packaging).   Coors  Ceramics   develops,
manufactures and sells advanced technical ceramic products across
a wide range of product lines for a variety of applications.  The
majority of Coors Ceramics' 1997 sales were to the petrochemical,
power generation and mining, semiconductor equipment, automotive,
telecommunications and pulp and paper industries.
     
      Graphic Packaging develops and sells value added paperboard
folding cartons and flexible packaging products.  Primary folding
carton  products  include cartons for the beverage,  concentrated
detergent, bar soap and cereal markets.  The end uses for Graphic
Packaging's  flexible  packaging  products  are  principally  pet
foods, personal care, beverages, confections and baking/snacks.

      Coors Ceramics and Graphic Packaging accounted for 42%  and
50%,  respectively, of 1997 consolidated revenues.  In  addition,
the   Company  owns  technology-based  developmental   businesses
operated  through  Golden  Technologies  Company,  Inc.   (Golden
Technologies).  The Company's markets include the United  States,
Western Europe, Canada, South America and the Far East.

      Prior  to  1996,  the  Company operated  a  third  business
segment,   Golden  Aluminum  Company  (Golden  Aluminum),   which
produced rigid container sheet used in making can lids, tabs  and
bodies  for  the beverage and food can industry and  other  flat-
rolled   aluminum  products  used  principally  in  the  building
industry.  In 1996, the Company adopted a plan to dispose of this
business   and  began  accounting  for  Golden  Aluminum   as   a
discontinued  operation.   In March  1997,  the  sale  of  Golden
Aluminum was completed.  (See Note 2.)

     On  January 14, 1998, the Company acquired Britton Group plc
(Britton)  pursuant  to  a  cash tender  offer.   Britton  is  an
international  packaging group operating  through  two  principal
divisions:  folding  cartons and plastics.  The  folding  cartons
division,  Universal Packaging Corporation (Universal Packaging),
is a non-integrated manufacturer of folding cartons in the United
States,  with  capabilities in design, printing and manufacturing
of  multicolor folding cartons.  The plastics division of Britton
includes  the  extrusion, conversion and printing of polyethylene
into films and bags for industrial customers.  The results of the
folding cartons division will be reflected in the accounts of the
Company  beginning January 14, 1998.  The plastics division  will
be   accounted  for  as  a  discontinued  operation,   based   on
management's decision to sell this business.

       Consolidation:   The  consolidated  financial   statements
include  the  accounts of the Company and its  wholly  owned  and
majority-owned    subsidiaries.    All   material    intercompany
transactions have been eliminated.

     The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles,  using
management's  best  estimates and judgments  where  appropriate.
Significant estimates have been made by management with  respect
to  asset impairment and restructuring charges.  Actual  results
could  differ from these estimates making it reasonably possible
that a change in these estimates could occur in the near term.

      Revenue  Recognition: Revenue is generally recognized  when
goods are shipped or services are performed.

     Inventories:  Inventories are stated at the lower-of-cost or
market.   Cost  is  determined by the first-in, first-out  (FIFO)
method  for  the majority of inventories.  At Graphic  Packaging,
cost  is  determined on the last-in, first-out (LIFO) method  for
certain  inventories.   For such inventories,  FIFO  cost,  which
approximates replacement cost, exceeded LIFO cost by $2.3 million
and $2.4 million at December 31, 1997 and 1996, respectively.

     The classification of inventories, in thousands, at December
31, was as follows:

                           1997        1996
                       --------    --------
Finished                $48,607     $46,312
In process               34,754      28,837
Raw materials            30,431      26,371
                       --------    --------
  Total inventories    $113,792    $101,520
                       ========    ========

      Properties:   Land, buildings and equipment are  stated  at
cost.   Real estate properties are non-operating properties  held
for  sale.   For  financial reporting purposes,  depreciation  is
recorded  principally  on  the  straight-line  method  over   the
estimated useful lives of the assets as follows:

Buildings                              10 to 40 years
Machinery  and equipment               3 to 10 years
Building and leasehold improvements    The shorter of the useful
                                       life, lease term or 20 years

     The cost of properties and related accumulated depreciation,
in thousands, at December 31, consisted of the following:
     
                                        1997           1996
                                    ---------      ---------
Land and improvements               $ 11,161       $ 11,107
Buildings                            100,739         90,136
Machinery and equipment              368,775        342,304
Real estate properties                12,533         10,261
Construction in progress              24,041         25,055
                                    --------       --------
                                     517,249        478,863
Less accumulated depreciation        267,625        234,248
                                    --------       --------
  Net properties                    $249,624       $244,615
                                    ========       ========

      Accelerated  depreciation methods are generally  used  for
income  tax  purposes.   Expenditures  for  new  facilities  and
improvements  that substantially extend the capacity  or  useful
life  of  an  asset  are  capitalized.   Ordinary  repairs   and
maintenance are expensed as incurred.

       Impairment   of   Long-Lived   Assets   and   Identifiable
Intangibles:  The Company periodically reviews long-lived assets,
identifiable  intangibles and goodwill  for  impairment  whenever
events or changes in business circumstances indicate the carrying
amount  of  the assets may not be fully recoverable.  Measurement
of the impairment loss is based on fair value of the asset.  (See
Note 3.)

      Start-Up  Costs:   Start-up costs  that  are  unrelated  to
construction  and  associated with manufacturing  facilities  are
expensed as incurred.

       Goodwill  and  Other  Intangibles:   Goodwill  and   other
intangibles  are  amortized  on a straight-line  basis  over  the
estimated  future  periods  to  be benefited  (not  exceeding  40
years).   Goodwill  and other intangibles were $71.4  million  at
December  31, 1997 and $65.1 million at December 31,  1996,  less
accumulated  amortization  of $14.0 million  and  $14.1  million,
respectively.

     Hedging Transactions:   The Company periodically enters into
forward  exchange  contracts  to  hedge  transactions  and   firm
commitments denominated in foreign currencies.  Gains and  losses
on  foreign exchange contracts are deferred and recognized in the
basis  of  the  transaction  when completed.   The  Company  also
periodically enters into forward, future and option contracts for
commodities to hedge its exposure to price fluctuations primarily
for  raw  materials used in the production of corn  starch.   The
gains  and  losses on qualified hedge contracts are deferred  and
recognized in cost of goods sold as part of the product cost.

       Statement  of  Cash  Flows:   The  Company  defines   cash
equivalents as highly liquid investments with original maturities
of  90  days  or less.  The carrying value of the Company's  cash
equivalents  approximates their fair market value.  Income  taxes
paid  were $6.0 million, $8.8 million and $13.9 million in  1997,
1996 and 1995, respectively.

      Interest capitalized, expensed and paid, in thousands,  for
the years ended December 31, were as follows:

                           1997      1996       1995
                         ------    ------    -------
Total interest costs     $9,126    $8,921    $10,381
Interest capitalized       $460      $744     $1,075
Interest expense         $8,666    $8,177     $9,306
Interest paid            $8,536    $9,554     $9,421

      Miscellaneous  -  net:   Income  attributable  to  minority
interests  and  activity  for certain  royalty  arrangements  are
included  in  "Miscellaneous - net" in  the  Consolidated  Income
Statement.

     Environmental Expenditures:  Environmental expenditures that
relate  to  current  operations are expensed  or  capitalized  as
appropriate.   Expenditures that relate to an existing  condition
caused by past operations, and which do not contribute to current
or  future  revenue  generation, are expensed.   Liabilities  are
recorded  when environmental assessments and/or remedial  efforts
are probable and the costs can be reasonably estimated.

     Adoption of New Accounting Standards: Statement of Financial
Accounting  Standards  (SFAS)  No. 132,  "Employers'  Disclosures
about Pensions and Other Postretirement Benefits," was issued  in
February   1998.    This   statement   revises   the   disclosure
requirements for pensions and other postretirement benefits. This
statement is effective for the Company's financial statements for
the  year  ended  December  31, 1998 and  the  adoption  of  this
standard  is  not  expected  to have a  material  effect  on  the
Company's financial statements.
     
     SFAS  No.  131, "Disclosures about Segments of an Enterprise
and   Related  Information,"  was  issued  in  June  1997.   This
statement  establishes  standards for  the  way  public  business
enterprises report information about operating segments.  It also
establishes  standards for related disclosure about products  and
services, geographical areas and major customers.  This statement
is  effective for the Company's financial statements for the year
ended December 31, 1998 and the adoption of this standard is  not
expected  to  have  a material effect on the Company's  financial
statements.

     SFAS  No. 130, "Reporting Comprehensive Income," was  issued
in  June 1997.  The statement establishes standards for reporting
and  display  of  comprehensive income in  financial  statements.
This   statement   is  effective  for  the  Company's   financial
statements for the year ended December 31, 1998 and the  adoption
of this standard is not expected to have a material effect on the
Company's financial statements.

     SFAS  No.  128, "Earnings per Share," was issued in February
1997.   The Company adopted this new accounting standard in 1997.
(See Note 8.)


Note 2.  Discontinued Aluminum Operations

     In 1996, the Board of Directors adopted a plan to dispose of
the Company's aluminum rigid container sheet business operated by
Golden  Aluminum.  In conjunction with this decision, the Company
recorded  pretax  charges of $155 million for anticipated  losses
upon  the  disposition  and estimated  operating  losses  of  the
business  through the disposition date.  In March  of  1997,  the
sale  of Golden Aluminum was completed for $70 million, of  which
$10 million was paid at closing and $60 million is due within two
years.   In accordance with the purchase agreement, the purchaser
has  the right to return the property, plant and equipment to the
Company  during  the  two-year period in  discharge  of  the  $60
million  obligation.  The initial payment of $10 million is  non-
refundable.

      The historical operating results and the estimated loss  on
the  sale  of  this business have been segregated as discontinued
operations on the accompanying Consolidated Income Statement  for
all  periods  presented.  The assets and  liabilities  of  Golden
Aluminum which were held for sale at December 31, 1996 have  been
separately  identified on the Consolidated Balance Sheet  as  net
current  or  noncurrent assets of discontinued  operations.   The
current  assets  consist  primarily of  accounts  receivable  and
inventory,  partially offset by accounts payable.  The noncurrent
assets  are  composed  of the fixed assets  of  Golden  Aluminum.
Substantially all the assets of Golden Aluminum have been sold as
of December 31, 1997.

      Discontinued  operations have not been  segregated  on  the
Consolidated   Statement   of  Cash  Flows.    Accordingly,   the
Consolidated Statement of Cash Flows includes sources and uses of
cash for Golden Aluminum.

      Selected  financial data for Golden Aluminum for the  years
ended December 31, in thousands, are summarized as follows:

                                      1997        1996       1995
                                   -------   ---------   --------
Net sales                          $38,995    $168,446   $250,001
                                   =======   =========   ======== 

Loss from operations before                                    
   income taxes                        ---     ($8,033)  ($10,076)
Income tax benefit                     ---       3,000      2,700
                                   -------   ---------   -------- 
Loss from operations                   ---      (5,033)    (7,376)
                                                               
Loss on disposal before                                 
  income taxes                         ---    (124,700)       ---
Loss on operations during                                      
  disposition period                                           
  period before income taxes           ---     (30,300)       ---
Income tax benefit                     ---      56,600        ---
                                   -------   ---------   --------
Net loss                               ---   ($103,433)   ($7,376)
                                   =======   =========   ========

Per basic share of common stock:
    Loss from operations               ---      ($0.18)    ($0.28)
    Loss on disposal                   ---       (3.53)       ---           
                                   -------   ---------   --------
Net loss per basic share               ---      ($3.71)    ($0.28)
                                   =======   =========   ========

Per diluted share of common stock:
    Loss from operations               ---      ($0.18)    ($0.27)
    Loss on disposal                   ---       (3.45)       ---
                                   -------   ---------   --------
Net loss per diluted share             ---      ($3.63)    ($0.27)
                                   =======   =========   ========


Note 3.  Asset Impairment and Restructuring Charges

     Asset Impairment Charges

      The  Company recorded a total of $16.6 million  and  $32.2
million   in  asset  impairment  charges  in  1997   and   1996,
respectively.   During 1997, Golden Technologies recorded  $16.6
million  in  impairment  charges related  to  its  biodegradable
polymer  project.   The manufacturing and intangible  assets  of
this activity became impaired when the Company adopted a plan to
limit  future  funding  for this project and  seek  a  strategic
financial  partner to work toward commercialization.  This  plan
reduced expected future cash flows to a level below the carrying
value of these assets.

    In  1996,  the  Company  recorded  $32.2  million  in  asset
impairment charges at Golden Technologies.  The charges  related
primarily  to the corn-wet milling business and the solar  panel
manufacturing  activity.   The assets of  the  corn-wet  milling
business  became impaired when unfavorable market conditions  in
the  high-fructose corn syrup market reduced selling  prices  by
half  and  decreased ongoing customer purchase  commitments  and
anticipated   future   net   cash  flows.    The   solar   panel
manufacturing activity assets became impaired due to the lack of
a  currently  viable market for cadmium telluride solar  panels,
the  lack  of an alternative use for panel manufacturing  assets
and management's new focus on solar electric distribution.

     Restructuring Charges

      The  Company  recorded $5.3 million and  $2.4  million  in
restructuring  charges in 1997 and 1996,  respectively.   During
1997,  the  Company  eliminated 40 research  and  administrative
positions  and recorded approximately $0.9 million in  severance
and  outplacement  costs  related to  the  Golden  Technologies'
biodegradable polymer project.  The Company made cash outlays of
approximately  $0.5  million  related  to  this  plan  in  1997.
Remaining cash costs of $0.4 million are expected to be paid  by
mid-1998.
     
     The  Company  also adopted a plan to exit the high-fructose
corn  syrup business at Golden Technologies during 1997.   As  a
result,  the  Company eliminated approximately 70  manufacturing
and  administrative  positions  and  recorded  $2.3  million  in
severance  and other exit costs.  During 1997, the Company  paid
approximately $1.4 million in cash  related to this  plan.   The
Company expects to complete this restructuring plan during 1998.
     
     In  December  1997,  the Company recorded  a  $2.1  million
charge related to the closure of the Graphic Packaging corporate
offices   in   Wayne,  Pennsylvania.   Graphic   Packaging   has
established a new headquarters in Golden, Colorado.  The closure
of the Wayne office resulted in severance and outplacement costs
of  $1.1  million for approximately 22 administrative employees.
During  1997,  the Company made cash payments  of  $0.2  million
related to this plan.  The Company expects to complete this plan
and make the remaining cash outlays of $1.7 million in the first
quarter of 1998.

     In  the  fourth quarter of 1996, the Company recorded  $2.4
million  in  restructuring charges related to certain management
realignments  made  at  Golden Technologies  and  in  the  solar
electric  distribution business resulting in the elimination  of
16  administrative positions.  Approximately  $2.0  million  was
paid  for severance and other exit costs related to this charge.
This restructuring was substantially completed in 1997.
     
     The   following   table  summarizes  accruals   related   to
restructuring charges for 1997 and 1996:
     
                                                 Corn                   
                       Golden     Biodegradable  Syrup     Graphic       
                    Technologies  Polymer Exit   Exit     Packaging      
(In thousands)      Realignment       Plan       Plan    Headquarters  Total
                    ------------  -------------  ------  ------------  -----
1996 restructuring                                                        
   charges               $2,435           $---    $---         $---   $2,435
Cash paid                  (151)           ---     ---          ---     (151)
Non-cash expenses          (445)           ---     ---          ---     (445)
                        -------         ------   -----       ------   ------
Balance,                                                                  
 December 31, 1996        1,839            ---     ---          ---    1,839

1997 restructuring                                                        
   charges                  ---            908   2,280        2,100    5,288
Cash paid                (1,839)          (470) (1,398)        (190)  (3,897)
Non-cash expenses           ---            ---     ---         (250)    (250)
                        -------         ------   -----       ------   ------
Balance,
 December 31, 1997         $---           $438    $882       $1,660   $2,980
                        =======         ======   =====       ======   ======


Note 4.  Acquisitions

     On January 14, 1998, the Company acquired control of Britton
pursuant  to  a  previously  announced  cash  tender  offer.   On
November 25, 1997, the Company announced the cash tender offer of
pounds 1.40  per  common  share  and pounds 1.00  per convertible  
share to purchase  the entire  issued share  capital of  Britton.
The  total  estimated purchase  price,  net of  cash acquired, is
$420.0 million, inclusive of transaction costs and $92.5  million
of  assumed  debt.  The offer  was paid  in cash, of which $276.0
million  was funded  through  borrowings against a newly acquired
$417.0  million  credit  facility.   From  the  November 25, 1997
announcement  until  December 31, 997, the  Company acquired 11.8
million  shares, or 8.5%, of  Britton stock in open market trans-
actions at a cost of $28.9 million.  The Company's  $28.9 million
interest in Britton at December 31, 1997 is accounted  for as  an
investment at cost and is included in  noncurrent other assets in
the 1997 Consolidated Balance Sheet. As of December 31, 1997, the
Company held forward contracts to buy pounds 90 million  to hedge
the acquisition of Britton.

     1997 Acquisition

      In  order  to  broaden  its material base,  Coors  Ceramics
acquired Tetrafluor, Inc.(Tetrafluor) for $15.8 million in August
1997.    Tetrafluor    manufactures    Teflon[R]    fluoropolymer
sealing   systems  and  components  for  use  in  the  aerospace,
industrial  and  transportation industries.  The acquisition  was
accounted  for  under  the  purchase method  of  accounting  and,
accordingly, the Company's results of operations for 1997 include
the  results  of  Tetrafluor  since the  acquisition  date.   The
purchase  price  was allocated to the net assets  acquired  based
upon  their  estimated fair market values.   The  excess  of  the
purchase price over the estimated fair market values of  the  net
assets acquired was $10.7 million, which is being amortized  over
15 years on a straight-line basis.

     1996 Acquisitions

      During  1996, the Company consummated several acquisitions,
including  (1) a controlling interest in the stock of  Photocomm,
Inc.  (Photocomm),  a  publicly traded company  headquartered  in
Scottsdale, Arizona, engaged in the manufacture and marketing  of
solar  electric  systems; and (2) the operating  assets  of  H.B.
Company,  Inc. (H.B. Company), a manufacturer of oil  field  pump
components  based in Oklahoma City, Oklahoma. These  acquisitions
were  accounted for under the purchase method of accounting  and,
accordingly,  the  Company's results of  operations  include  the
results  of Photocomm since November 21, 1996 and of H.B. Company
since  March 19, 1996.  The aggregate consideration in connection
with these acquisitions was $24.2 million, which was allocated to
the  net  assets acquired based upon their estimated fair  market
values.  The excess of the purchase price over the estimated fair
market values of the net assets acquired was $14.3 million, which
is being amortized over 15 years on a straight-line basis.

      On  March  1, 1996, the Company acquired Gravure Packaging,
Inc.  (Gravure),  a manufacturer of high-quality folding  cartons
for  the  packaged  consumer goods industry, based  in  Richmond,
Virginia.   Under terms of the acquisition, which  was  accounted
for  as a pooling of interests, the Company issued 911,000 shares
of  its common stock and paid $2.4 million in exchange for all of
Gravure's  stock.  In addition, the Company paid $7.5 million  at
closing to reduce the short-term borrowings of Gravure.

      The  1996  acquisitions were not material to the  Company's
balance  sheet  or  results  of operations.   Accordingly,  prior
period financial statements have not been restated to include the
results of the Gravure pooling of interests transaction.


Note 5.  Operating Leases

      The  Company  has  leases for a variety  of  equipment  and
facilities  that expire in various years.  Future  minimum  lease
payments,  in thousands, required as of December 31, 1997,  under
non-cancelable  operating leases with terms exceeding  one  year,
are as follows:

     1998                  $4,993
     1999                   4,103
     2000                   2,926
     2001                   2,420
     2002 and thereafter    2,998
                          -------
           Total          $17,440
                          =======

     Operating lease rentals for warehouse, production and office
facilities  and equipment amounted to $5.5 million in 1997,  $6.2
million in 1996 and $4.6 million in 1995.

Note 6.  Indebtedness

     Long-term debt, in thousands, consisted of the following  as
of December 31:

                                                 1997        1996
                                               --------    --------
7.8% unsecured notes due November 1, 1999      $ 70,000    $ 70,000
8.1% unsecured notes due November 1, 2001        30,000      30,000
                                               --------    --------
    Total long-term debt                       $100,000    $100,000
                                               ========    ========

     During  1997,  the  Company established an unsecured  $417.0
million,  364-day revolving credit facility for  the  purpose  of
funding  the  Company's acquisition of Britton.   (See  Note  4.)
Amounts borrowed under this facility bear interest at LIBOR  plus
a  spread  that  increases over the term  of  the  facility.   In
addition, the Company pays a commitment fee on the unused portion
of  the  credit  line.  As a condition for making  this  facility
available,  the  Company  is  required  to  comply  with  certain
financial and non-financial covenants.  As of December 31,  1997,
the  Company  was in compliance with all required covenants,  and
there  were  no  amounts outstanding under  this  facility.   The
Company  intends  to  replace  this credit  line  with  permanent
financing prior to the expiration date of the facility.

     The  Company also had an unsecured $125.0 million  revolving
credit  facility  under  which  no amounts  were  outstanding  at
December  31, 1997 and 1996.  The Company cancelled this facility
subsequent to December 31, 1997.


Note 7.  Income Taxes

The components of income from continuing operations before income
taxes were:

                                             
                                   Years Ended December 31,
(In thousands)                   1997        1996         1995
                              -------     -------      -------
 Domestic                     $39,547     $14,694      $44,470
 Foreign                        6,569       7,715        6,777
                              -------     -------      -------
 Income from continuing                                       
    operations before                                         
    income taxes              $46,116     $22,409      $51,247
                              =======     =======      =======

                                                              
The provision for income taxes included the following:
                                              
                                   Years Ended December 31,
(In thousands)                   1997        1996         1995
                              -------     -------      -------
Current provision:
  Federal                     $   ---      $3,524      $ 9,549
  State                         2,723       2,995        3,232
  Foreign                       3,727       2,941        3,936
                              -------    --------      -------
  Total current tax expense   $ 6,450      $9,460      $16,717
                              -------    --------      -------
Deferred provision:
  Federal                     $10,965    ($53,640)      $1,064
  State                         1,278      (4,254)          53
  Foreign                        (293)       (166)        (534)
                              -------    --------      -------
Total deferred tax (benefit)   11,950     (58,060)         583
                              -------    --------      ------- 
Total income tax expense                                      
   (benefit)                  $18,400    ($48,600)     $17,300
                              =======    ========      =======


The  provision  for  income taxes included  in  the  Consolidated
Income Statement is as follows:

                                             
                                   Years Ended December 31,
(In thousands)                   1997        1996         1995
                              -------    --------      -------
Continuing operations         $18,400     $11,000      $20,000
Discontinued operations           ---     (59,600)      (2,700)
                              -------    --------      -------
  Total expense (benefit)     $18,400    ($48,600)     $17,300
                              =======    ========      =======

Temporary differences that gave rise to a significant portion  of
deferred tax assets (liabilities) at December 31, 1997 and  1996,
were as follows:

(In thousands)                      1997         1996  
                                 --------      -------
Depreciation and other                                
  property related               ($14,490)     ($9,324)
Amortization of intangibles         2,636        2,252  
Pension and employee benefits      17,702       18,996
Tax credits                        15,811       15,435  
Capitalized interest                 (905)       3,044  
Inventory                           2,194        3,649  
Accruals                           11,115       11,478
Current nondeductible net                             
  operating losses                  3,582          ---
All other                             911        1,607  
                                  -------      -------
  Gross deferred tax asset         38,556       47,137  
Less valuation allowance            5,555        1,800  
                                  -------      -------
  Net deferred tax asset          $33,001      $45,337  
                                  =======      =======


     The   valuation  allowance  for  deferred  tax  assets   was
increased  by  $3.8 million and $1.8 million in  1997  and  1996,
respectively.   The  valuation  allowance  relates  primarily  to
uncertainty  surrounding  the ultimate deductibility  of  capital
loss  carryforwards  and  net  operating  loss  carryforwards  of
acquired subsidiaries.

     Approximately   $8.5   million   of   net   operating   loss
carryforwards  from subsidiaries which are not  consolidated  for
tax  purposes  remain  at December 31, 1997.   The  carryforwards
expire in years 2000 through 2013.

      The principal differences between the effective income
tax  rate,  attributable to continuing operations,  and  the
U.S. statutory federal income tax rate, were as follows:


                                           Years Ended December 31,
                                            1997     1996     1995
                                           -----    -----    -----
Expected tax rate                          35.0%    35.0%    35.0%
State income taxes (net of
  federal benefit)                          4.6%     7.1%     4.0%
Nondeductible expenses and losses           1.7%     9.6%     0.1%
Foreign tax expense (net of
  federal benefit)                          0.8%     0.3%     0.8%
Change in deferred tax asset
   valuation allowance                      1.2%     7.6%      ---
Research and development and other
   tax credits                             (4.3%)  (12.1%)     ---
Other - net                                 0.9%     1.6%    (0.9%)         
                                           -----   ------    -----
  Effective tax rate                       39.9%    49.1%    39.0%
                                           =====   ======    =====

      The  Internal  Revenue  Service  (IRS)  has  completed  its
examination  of the Company's federal income tax returns  through
1992.   The IRS currently is completing its review of the federal
income  tax  returns for 1993, 1994 and 1995.  In the opinion  of
management, adequate accruals have been provided for  all  income
tax matters and related interest.

      The Company has not provided for U.S. or additional foreign
taxes on approximately $15.0 million of undistributed earnings of
foreign  subsidiaries  to the extent they are  considered  to  be
reinvested  indefinitely.   If these earnings  were  distributed,
foreign tax credits should become available under current law  to
reduce  or  eliminate  the resulting U.S. income  tax  liability.
When   the   Company  identifies  exceptions   to   the   general
reinvestment policy, additional taxes will be provided.


Note 8.  Earnings per Share

     Effective for the year ended December 31, 1997, earnings per
common  share  is  computed using SFAS  No.  128,  "Earnings  per
Share."   All  prior  period earnings per share  data  have  been
restated   to   conform  to  SFAS  No.  128.   Following   is   a
reconciliation  between  basic and diluted  earnings  per  common
share  for  each of the three years in the period ended  December
31, 1997 (in thousands, except per share information):

                     1997                   1996                   1995     
            ---------------------  ---------------------  ---------------------
                              Per                    Per                    Per
                            Share                  Share                  Share
             Income Shares Amount   Income Shares Amount   Income Shares Amount
            ------- ------ ------  ------- ------ ------  ------- ------ ------
Income from
 continuing
 operations
 -basic EPS $27,716 28,118  $0.99  $11,409 27,899  $0.41 $31,247 26,791   $1.17
Effect of
 common
 stock
 equivalents           767                    604                   592
            ------- ------         ------- ------        ------- ------
Income from
 continuing
 operations
 - diluted
 EPS        $27,716 28,885  $0.96  $11,409 28,503  $0.40  $31,247 27,383  $1.14
            ======= ====== ======  ======= ====== ======  ======= ======  =====


Note 9.  Stock Compensation

     The  Company has an equity incentive plan that provides  for
the  granting of non-qualified stock options and incentive  stock
options to certain key employees.  The equity incentive plan also
provides  for  the  granting of restricted stock,  bonus  shares,
stock  units  and offers to officers of the Company  to  purchase
stock.   In  1992, the Company authorized 4.8 million shares  for
issuance  under  this plan.  In 1997, the Company's  shareholders
approved  an  amendment  to the plan to increase  the  number  of
shares  available for awards under the plan equal to  2%  of  the
Company's  outstanding  shares  on  each  preceding  December  31
beginning  with  1997 and ending with 2001.   Generally,  options
outstanding under the Company's equity incentive plan are subject
to  the  following terms:  (1) grant price equal to 100%  of  the
fair value of the stock on the date of grant; (2) ratable vesting
over either a three- or four-year service period; and (3) maximum
term of ten years from the date of grant.


     Transactions  in  stock options for the  three  years  ended
December 31, were as follows:

                              1997             1996              1995
                         ---------------   ---------------   ---------------
                                Weighted          Weighted          Weighted
                                 Average           Average           Average
                                Exercise          Exercise          Exercise
(Shares in thousands)    Shares    Price   Shares    Price   Shares    Price
                         ------ --------   ------ --------   ------ --------
Options outstanding                                                  
  at January 1            2,788   $15.96    2,374   $16.08    2,313   $15.27
Granted                     404   $20.92      479   $15.29      369   $19.34
Exercised                  (375)  $14.83      (29)  $12.75     (271)  $13.15
Expired or forfeited       (201)  $17.31      (36)  $17.36      (37)  $19.38
                         ------   ------    -----   ------    -----   ------
Options outstanding                                                 
  at December 31          2,616   $16.78    2,788   $15.96    2,374   $16.08
                         ------   ------    -----   ------    -----   ------
Exercisable at                                                      
  December 31             1,731   $15.75    1,593   $15.33    1,251   $14.81
                         ------   ------    -----   ------    -----   ------
Available for future                                             
  grant                   1,173               806             1,368
                         ======             =====             =====
     
     The following table summarizes information about stock options
outstanding at December 31, 1997:

  
(Shares in                                            
thousands)                Options Outstanding           Options Exercisable
                  ----------------------------------   ---------------------
                                Weighted                             
                                 Average    Weighted                Weighted
                    Number      Remaining   Average      Number     Average
Range of          Outstanding  Contractual  Exercise   Exercisable  Exercise
Exercise Prices   at 12/31/97      Life       Price    at 12/31/97    Price
----------------  ----------   -----------  --------   -----------  --------
$ 9.93 to $14.88      988       4.6 years    $13.12         802      $12.71
$15.88 to $18.50    1,058       6.3 years    $18.21         794      $18.18
$19.06 to $27.06      570       8.6 years    $20.49         135      $19.53
                  ----------   ----------    -------   -----------  --------
$ 9.93 to $27.06    2,616       6.1 years    $16.78       1,731      $15.75
                  ==========   ==========    =======   ===========  ========

     The  Company applies Accounting Principles Board Opinion No.
25  and related interpretations in accounting for its stock-based
compensation  plans.   Accordingly, no compensation  expense  has
been  recognized for its equity incentive plan and employee stock
purchase   plan.   If  the  Company  had  elected  to   recognize
compensation cost based on the fair value of the stock options at
grant  date  as allowed by SFAS No. 123, "Accounting  for  Stock-
Based  Compensation," compensation expense of $1.7 million,  $2.2
million and $0.5 million would have been recorded for 1997,  1996
and  1995, respectively.  Net income and earnings per share would
have been reduced to the pro forma amounts indicated below:


                                         1997       1996       1995
                                      -------   --------    -------
Net income (loss) in thousands:                           
     As reported                      $27,716   ($92,024)   $23,871
     Pro forma                        $26,683   ($93,411)   $23,591
Earnings (loss) per share - basic:
     As reported                        $0.99     ($3.30)     $0.89
     Pro forma                          $0.95     ($3.35)     $0.88
Earnings (loss) per share - diluted:
     As reported                        $0.96     ($3.23)     $0.87
     Pro forma                          $0.92     ($3.28)     $0.86

     The fair value of each option grant is estimated on the date
of  grant  using the Black-Scholes option pricing model with  the
following  assumptions:  (1) dividend yield of 0%;  (2)  expected
volatility  of  23.2% in 1997 and 22.6% in  1996  and  1995;  (3)
risk-free  interest rate ranging from 5.3% to 5.7% in  1997,  and
ranging from 5.2% to 6.8% in 1996 and 1995; and (4) expected life
of 3 to 6.23 years in 1997, and 3 to 6.37 years in 1996 and 1995.
The  weighted  average per share fair value  of  options  granted
during   1997,  1996  and  1995  was  $6.47,  $5.16  and   $6.65,
respectively.


Note 10.  Employee Retirement Plans

      The Company maintains several defined benefit pension plans
for  the majority of the Company's employees.  Benefits are based
on  years of service and average base compensation levels over  a
period  of years.  Plan assets consist primarily of equity,  real
estate  and interest-bearing investments.  The Company's  funding
policy  is to contribute annually not less than the ERISA minimum
funding  standards nor more than the maximum amount that  can  be
deducted  for  federal income tax purposes.   Total  expense  for
these   plans,  the  Company's  401(k)  plan  and  other  defined
contribution plans was $8.1 million in 1997, $8.3 million in 1996
and $6.7 million in 1995.

       The  funded  status  of  the  pension  plans  and  amounts
recognized  in the Consolidated Balance Sheet as of December  31,
were as follows:

(In thousands)                                     1997        1996
                                               --------    --------
Actuarial present value of accumulated                         
  plan benefits (including vested benefits
  of $101,388 in 1997 and $84,093 in 1996)     $107,584    $ 90,940
                                               --------    --------
Projected benefit obligation for service
   rendered to date                            $130,853    $118,505
Plan assets available for benefits              112,630      97,308
                                               --------    --------
Plan assets less than projected benefit
  obligation                                    (18,223)    (21,197)
Unrecognized net loss                             3,856      11,798
Prior service cost not yet recognized             6,392       7,321
Unrecognized net assets being recognized                       
   over 15 years                                   (424)       (689)
                                               --------     -------
Net accrued pension liability                   ($8,399)    ($2,767)
                                               ========     =======

       The components of net pension expense for the years ended
December 31, were as follows:

(In thousands)                         1997      1996      1995
                                    -------   -------   -------
Service cost for benefits earned
   during the year                   $4,235    $4,196    $3,100
Interest cost on projected
   benefit obligation                 9,620     8,331     7,458
Actual gain on plan assets          (18,497)  (14,172)  (14,877)
Net amortization and deferral        11,160     8,287     9,287
                                    -------   -------   -------
Net pension expense                  $6,518    $6,642    $4,968
                                    =======   =======   =======

       Significant assumptions used in determining the  valuation
of the projected benefit obligation were:

                                       1997      1996      1995
                                       ----      ----      ----
Settlement rate                        7.3%      7.8%      7.3%
Increase in compensation levels        4.8%      5.3%      5.3%
Rate of return on plan assets          9.8%      9.8%      9.8%


Note 11.  Other Postretirement Benefits

      Certain subsidiaries of the Company provide health care and
life  insurance  benefits  to retirees and  eligible  dependents.
Eligible employees may receive these benefits after reaching  age
55  with 10 years of service.  Prior to reaching age 65, eligible
retirees  may  receive certain health care benefits identical  to
those  available to active employees.  Retirees who meet the  age
and  service  requirement necessary to retire early  without  any
actuarial reductions from the Company's retirement plan for early
retirement  either pay no premium or the same premium  as  active
employees.   Eligible  retirees who do  not  meet  this  age  and
service  requirement pay a greater amount.  These plans  are  not
funded.

     The amounts recognized in the Consolidated Balance Sheet  as
of December 31, were as follows:

(In thousands)                                    1997      1996
                                               -------   -------
Accumulated Postretirement Benefit                      
  Obligation (APBO)
     Retirees                                   $8,774    $9,315
     Fully eligible, active plan                                
       participants                              3,787     2,898
     Other active plan participants              7,840     8,487
                                               -------   -------
                                                20,401    20,700
     Unrecognized net gain                       4,176     3,872
     Unrecognized prior service cost             3,988     4,443
                                               -------   -------
     Accrued other postretirement
       benefit cost                            $28,565   $29,015
                                               =======   =======

       The components of net periodic other postretirement benefit 
cost for the years ended December 31, were as follows:

                                                                
(In thousands)                         1997       1996      1995
                                    -------    -------    ------
Service cost for benefits earned                                
   during the year                     $723       $891      $889
Interest cost on APBO                 1,500      1,452     1,824
Recognized amortized gain            (2,532)      (428)     (157)
                                    -------    -------    ------
Net periodic postretirement
   benefit cost                       ($309)    $1,915    $2,556
                                    =======    =======    ======

       The  accumulated  postretirement  benefit  obligation  was
determined  based on the terms of the pertinent health  and  life
insurance plans, together with relevant actuarial assumptions and
health care cost trend rates ranging ratably from 8.0% in 1997 to
4.3%  through the year 2005.  The discount rate used to determine
the  APBO  at  December 31, 1997 and 1996,  was  7.3%  and  7.8%,
respectively.

      If  the  health care cost trend rate was increased 1%,  the
APBO   as   of  December  31,  1997,  would  have  increased   by
approximately  $1.4 million.  The effect of this  change  on  the
ongoing annual cost would be approximately $0.3 million.


Note 12.  Related Party Transactions

     The Company sells packaging and refined corn starch products
to  Coors Brewing Company (Coors Brewing), a subsidiary of Adolph
Coors  Company  (ACCo).  Additionally, the Company sold  aluminum
products  to  Coors Brewing until the sale of Golden Aluminum  on
March  1,  1997.  On December 28, 1992, the Company was spun  off
from  ACCo and since that time ACCo has had no ownership interest
in  the  Company.   However,  certain Coors  family  trusts  have
significant interests in both the Company and ACCo.  At the  time
of  spin-off  from  ACCo,  the Company  entered  into  agreements
(operating  agreements)  with  Coors  Brewing  for  the  sale  of
aluminum, packaging and starch products and the resale of brewery
byproducts.  The operating agreements had a stated term  of  five
years  and have resulted in substantial revenues to the  Company.
During   1995,  the  Golden  Aluminum  operating  agreement   was
canceled.   In  early  1997, the supply  agreement  with  Graphic
Packaging  was  modified to a three year, rolling  term  contract
that  provides stated quantity commitments and annual  repricing.
In  addition,  the  corn starch and brewery byproduct  agreements
were  extended  through 1999, and include  an  early  termination
clause with payment of a cancellation penalty.  The Company  will
continue  to  attempt  to  increase  its  sales  to  unaffiliated
customers to decrease dependence on Coors Brewing.

     Sales of packaging products and refined corn starch to Coors
Brewing accounted for approximately 15.5%, 16.7% and 19.0% of the
Company's  consolidated  net  sales  for  1997,  1996  and  1995,
respectively.  Included in the results of discontinued operations
are  sales of aluminum products to Coors Brewing of $3.2 million,
$25.9  million  and  $121.1  million for  1997,  1996  and  1995,
respectively.  Sales were at terms comparable to those that could
have  been  obtained on an arms-length basis between unaffiliated
parties.   The  loss  of  Coors Brewing  as  a  customer  in  the
foreseeable future could have a material effect on the  Company's
results of operations.

      In  early 1997, the Company agreed to grant or guarantee  a
line  of  credit  for two years not to exceed  $8.0  million  for
National  Empowerment  Television, Inc. (NET)  with  a  right  to
purchase NET common stock at a discount.  NET is a privately held
cable  television  network  located  in  Washington,  D.C.   This
guarantee,  with attendant rights, has been assumed  by  a  Coors
family trust.


Note 13.  Commitments and Contingencies

      It is the policy of the Company generally to act as a self-
insurer  for  certain  insurable risks  consisting  primarily  of
employee  health  insurance programs.  With respect  to  workers'
compensation,  the Company uses a variety of fully  or  partially
self-funded  insurance vehicles.  The Company  maintains  certain
stop-loss and excess insurance policies that reduce overall  risk
of financial loss.

      The  Company is named as defendant in various  actions  and
proceedings  arising in the normal course of business,  including
claims  by  current or former employees related to employment  or
termination.  In addition, the Company is a plaintiff in a  fixed
price  construction contract dispute under which  a  counterclaim
has  been  filed.  In all of these cases, the Company is  denying
the  allegations  made  against it and  is  vigorously  defending
against  them.   Although  the eventual outcome  of  the  various
lawsuits  cannot  be predicted, it is management's  opinion  that
these  suits  will not result in liabilities to such extent  that
they would materially affect the Company's financial position  or
results of operations.

      Golden Technologies and several other defendants have  been
sued  by a candy company claiming violation of federal and  state
antitrust laws in sales of corn syrup.  The Company was  only  an
occasional   and   minor  supplier  to  the   plaintiff.    After
substantial  discovery, plaintiff has been unable to provide  any
facts  to  support its claim.  Golden Technologies  continues  to
vigorously defend against these allegations.

      Britton  and its subsidiaries are parties to various  legal
proceedings,  including actions by current and  former  employees
relating   to   employment,  including  sexual   harassment,   or
termination.  Also, Britton has recently been sued by the  Estate
of  Norman  Gordon for breach of contract to provide  Mr.  Gordon
with  pounds  500,000 in  life insurance coverage  in  connection
with  the  1994 purchase by Britton of a business  in  which  Mr.
Gordon was chief executive.

     Coors Ceramics has received a demand for payment arising out
of   contamination  of  a  semiconductor  manufacturing  facility
formerly   owned  by  a  subsidiary  of  Coors  Ceramics,   Coors
Components, Inc. (CCI).  Colorado State environmental authorities
are  seeking clean up of soil and ground water contamination from
a  subsequent  owner.  Coors Ceramics sold  CCI  in  1987.  Coors
Ceramics believes that the contamination occurred prior to  Coors
Ceramics'  ownership  of  CCI and there  are  possible  off  site
sources  of  contamination.  Although  Coors  Ceramics  does  not
believe  it has any responsibility for the contamination  or  the
cleanup  and is seeking indemnification from the party from  whom
it  acquired  the  property, Coors Ceramics is  participating  in
mediation and discussions relating to appropriate remediation.

      Coors  Ceramics  has  received a Unilateral  Administrative
Order  issued  by the EPA relating to the Rocky Flats  Industrial
Park  (RFIP)  Site, and is participating with the RFIP  group  to
perform  an Engineering Evaluation/Cost Analysis on the property.
The  RFIP  group is attempting to allocate costs for  groundwater
clean up, but as of yet there is no estimate of this cost.

     Some  of the Company's subsidiaries have been notified  that
they  may  be  potentially responsible parties (PRPs)  under  the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980 (CERCLA) or similar state laws with respect to  the
remediation of certain sites where hazardous substances have been
released  into the environment.  The Company cannot predict  with
certainty the total costs of remediation, its share of the  total
costs,  the extent to which contributions will be available  from
other  parties,  the  amount of time necessary  to  complete  the
remediation or the availability of insurance.  However, based  on
investigations to date, the Company believes that  any  liability
with  respect  to  these  sites would  not  be  material  to  the
financial  condition and results of operations  of  the  Company,
without consideration for insurance recoveries.  There can be  no
certainty, however, that the Company will not be named as  a  PRP
at  additional sites or be subject to other environmental matters
in  the future or that the costs associated with those additional
sites or matters would not be material.
     
Note 14.  Quarterly Financial Information (Unaudited)

      The  following  information summarizes  selected  quarterly
financial  information, in thousands except per share  data,  for
each of the two years in the period ended December 31, 1997:


1997                         First     Second      Third     Fourth       Year
                          --------   --------   --------   --------   --------
Net sales                 $173,458   $186,777   $186,458   $184,392   $731,085
                          --------   --------   --------   --------   --------
Cost of good sold          131,860    140,370    140,571    139,673    552,474
Marketing, general and                                                 
 administrative             22,779     23,969     21,713     23,171     91,632
Research and development     3,917      4,499      4,085      3,057     15,558
Asset impairment and                                                   
  restructuring  charges     2,280        ---     17,500      2,100     21,880
Other expense                1,129        350        883      1,063      3,425
                          --------   --------   --------   --------   --------
Total costs and expenses   161,965    169,188    184,752    169,064    684,969
                          --------   --------   --------   --------   --------
Income before income taxes  11,493     17,589      1,706     15,328     46,116
Income tax expense           4,700      7,150        750      5,800     18,400
                          --------   --------   --------   --------   --------
Net income                  $6,793    $10,439       $956     $9,528    $27,716
                          ========   ========   ========   ========   ========

Net income per basic                                                   
  share                      $0.24      $0.38      $0.03      $0.34      $0.99
                          ========   ========   ========   ========   ========
Net income per diluted                                                 
  share                      $0.24      $0.36      $0.03      $0.33      $0.96
                          ========   ========   ========   ========   ========


1996                         First     Second      Third     Fourth       Year
                          --------   --------   --------   --------   --------
Net sales                 $177,138   $183,987   $175,154   $176,101   $712,380
                          --------   --------   --------   --------   --------
Cost of goods sold         138,478    142,585    137,218    137,574    555,855
Marketing, general and                                                 
  administrative            19,588     19,507     18,459     20,393     77,947
Research and development     3,623      3,771      3,602      4,304     15,300
Asset impairment and                                                   
  restructuring charges        ---        ---        ---     34,642     34,642
Other expense                1,589      2,158      1,693        787      6,227
                          --------   --------   --------   --------   --------
Total costs and expenses   163,278    168,021    160,972    197,700    689,971
                          --------   --------   --------   --------   --------
Income (loss) from                                                     
  continuing operations                                                
  before income taxes       13,860     15,966     14,182    (21,599)    22,409
Income tax expense                                                     
  (benefit)                  5,700      6,200      5,600     (6,500)    11,000
                          --------   --------   --------   --------   --------
Income (loss) from                                                     
  continuing operations      8,160      9,766      8,582    (15,099)    11,409
                          --------   --------   --------   --------   --------
Discontinued operations:                                               
Loss from discontinued                                                 
  operations of                                                           
  Golden Aluminum           (5,033)       ---        ---        ---     (5,033)
Loss on disposal of                                                    
  Golden Aluminum          (70,000)       ---        ---    (28,400)   (98,400)
                          --------   --------   --------   --------    -------
Net income (loss)         ($66,873)    $9,766     $8,582   ($43,499)  ($92,024)
                          ========   ========   ========   ========   ========
Net income (loss) per                                                  
  basic share of
  common stock:
    Continuing operations    $0.29      $0.35      $0.31     ($0.54)     $0.41
    Discontinued                                                       
      operations             (2.69)       ---        ---      (1.02)     (3.71)
                          --------   --------   --------   --------   --------
Net income (loss) per                                                  
  basic share of                                                                
  common stock              ($2.40)     $0.35      $0.31     ($1.56)    ($3.30)
                          ========   ========   ========   ========   ======== 
Net income (loss) per                                                
  diluted share of
  common stock:
    Continuing operations    $0.29      $0.34      $0.30     ($0.53)     $0.40
    Discontinued                                                       
      operations             (2.63)       ---        ---      (1.00)     (3.63)
                          --------   --------   --------   --------   --------
Net income (loss) per                                                  
  diluted share of                                                             
  common stock              ($2.34)     $0.34      $0.30     ($1.53)    ($3.23)
                          ========   ========   ========   ========   ========

   Included  in  the  1997  fourth quarter  was  a  $2.1  million
restructuring charge at Graphic Packaging.  The after-tax  effect
of  this  charge was $1.3 million, or $0.04 per basic and diluted
share.  (See Note 3.)

   Included in the 1996 fourth quarter were asset impairment  and
restructuring  charges of $34.6 million at  Golden  Technologies.
The after-tax effect of these charges was $22.8 million, or $0.82
per basic share and $0.81 per diluted share.  (See Note 3.)


Note 15.  Segment Information

      Certain  financial  information for the Company's  business
segments is included in the following summary:

                            Operating            Depreciation   Additions
                   Net       Income                  and           to
(In thousands)    Sales      (Loss)     Assets   Amortization  Properties
                 --------   ---------  -------   ------------  ----------
1997                                                            
                                                                
Ceramics         $304,824    $48,249   $261,471     $18,664       $28,812
Packaging         365,123     42,655    210,024      20,211        18,022
Developmental                                                        
   businesses      61,138    (31,186)    81,071       3,451         9,068
Corporate             ---    (10,177)   148,258         337           311
Discontinued                                                         
   operations         ---        ---        372         ---           ---
                 --------    -------   --------     -------       -------
                 $731,085    $49,541   $701,196     $42,663       $56,213
                 ========    =======   ========     =======       =======
1996                                                            
                                                                     
Ceramics         $276,352    $44,204   $214,635     $16,159       $30,291
Packaging         346,547     41,048    205,705      19,959        13,314
Developmental                                                        
   businesses      89,481    (48,447)   104,138       5,757        12,558
Corporate             ---     (8,169)    35,662         341           327
Discontinued                                                         
   operations         ---        ---    116,552       7,307         1,036
                 --------    -------   --------     -------       -------
                 $712,380    $28,636   $676,692     $49,523       $57,526
                 ========    =======   ========     =======       =======
1995                                                                 
                                                                     
Ceramics         $270,877    $47,395   $189,191     $14,046       $25,122
Packaging         308,109     34,551    197,587      16,945        20,149
Developmental                                                        
   businesses      81,867    (13,740)    80,350       5,643         7,426
Corporate             ---     (9,500)    50,098         605           153
Discontinued                                                         
   operations         ---        ---    268,260      12,618         7,177
                 --------    -------   --------     -------       -------
                 $660,853    $58,706   $785,486     $49,857       $60,027
                 ========    =======   ========     =======       =======
                                                                     
     Operating income (loss) for reportable segments is exclusive
of  certain unallocated corporate expenses.  Corporate assets for
1997  include  cash and cash equivalents, a note receivable  from
the  sale  of Golden Aluminum, an investment at cost in  Britton,
deferred tax assets and certain properties.


Certain financial information regarding the Company's domestic
and foreign operations is included in the following summary:

                            Net     Operating         
(In thousands)             Sales      Income      Assets
                          --------  ---------    --------
1997                                             
                                                 
United States             $651,630    $42,463    $623,215
Canada and other            79,455      7,078      77,981
                          --------    -------    --------
                          $731,085    $49,541    $701,196
                          ========    =======    ========
1996                                             
                                                     
United States             $643,764    $22,153    $609,014
Canada and other            68,616      6,483      67,678
                          --------    -------    --------
                          $712,380    $28,636    $676,692
                          ========    =======    ========
1995                                                 
                                                     
United States             $589,986    $50,856    $717,411
Canada and Other            70,867      7,850      68,075
                          --------    -------    --------
                          $660,853    $58,706    $785,486
                          ========    =======    ========

          Included in United States sales are export sales
primarily to Western Europe, Canada and Asia of $82.1 million,
$77.2 million and $67.8 million for 1997, 1996 and 1995,
respectively.



                           SCHEDULE II
                                
             ACX TECHNOLOGIES, INC. AND SUBSIDIARIES
                VALUATION AND QUALIFYING ACCOUNTS
                         (In thousands)
                                

Allowance for doubtful receivables           
(deducted from accounts receivable)
                                                                  
                 Balance    Additions                              
                      at   charged to                         Balance
Year Ended     beginning    costs and                          at end
December 31,     of year     expenses    Other   Deductions   of year
------------   ---------   ----------    -----   ----------   -------
1995              $3,444         $742      $7      ($1,469)    $2,724
1996              $2,724       $1,272    ($30)       ($931)    $3,035
1997              $3,035       $1,430     $60      ($1,424)    $3,101


(1)  The effect of translating foreign subsidiaries' financial
     statements into U.S. dollars.
(2)  Write-off of uncollectible accounts.


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

      Within the last two years there have been no changes in the
Company's  independent accountants or disagreements on accounting
and financial statement disclosure matters.
                                
                                
                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The  information  regarding the Registrant's  Directors  is
incorporated  by reference to the Proxy Statement  in  connection
with the 1998 Annual Meeting of Shareholders.

The  following  executive officers of the Company  serve  at  the
pleasure of the Board:

      Jeffrey  H. Coors, 53, President of the Company  since  its
formation  in  August  1992.  Chairman of Graphic  Packaging  and
Golden  Technologies since 1985 and 1989, respectively; Executive
Vice  President  of  ACCo from 1991 to 1992; President  of  Coors
Technology  Companies from 1989 to 1992; Director  of  Photocomm,
Inc. since November 1996.

      Joseph  Coors, Jr., 56, President of the Company since  its
formation  in August 1992; President and Chief Executive  Officer
of Coors Ceramics since March 1997 and Chairman of Coors Ceramics
since  1989;  President  of Coors Ceramics  from  1985  to  1993;
Chairman  of  Golden Aluminum from 1993 to 1997;  Executive  Vice
President  of  ACCo from 1991 to 1992; also a director  of  Hecla
Mining Company.

     Jed J. Burnham, 53, Chief Financial Officer and Treasurer of
the Company since March 1995 and August 1992, respectively; Chief
Credit  Officer for non-metro Denver banks at Norwest  Bank  from
1990 to 1992; Director of Photocomm, Inc. since November 1996.

      Jill B. W. Sisson, 50, General Counsel and Secretary of the
Company  since September 1992; Of Counsel to the Denver law  firm
of Bearman Talesnick & Clowdus Professional Corporation from 1984
to 1992.

      Beth  A.  Parish,  37, Controller and Principal  Accounting
Officer of the Company since November 1997; Director of Financial
Reporting from 1994 to 1997; Treasury Manager from 1992 to  1994;
Tax Analyst for ACCo from 1987 to 1992.


ITEM 11.  EXECUTIVE COMPENSATION

      This  information is incorporated by reference to the Proxy
Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

      This  information is incorporated by reference to the Proxy
Statement

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This information is incorporated by reference to the Proxy
Statement.


                             PART IV

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

(a)

Exhibit
Number              Document Description
-------             --------------------
  2.1    Plan  of  disposition for Golden Aluminum Company.
         (Incorporated by reference to Exhibit 2.1 to Form 10-Q
         filed on May 3, 1996, file No. 0-20704)
  2.2    Recommended Cash Offers by Baring Brothers International
         Limited on behalf of ACX (UK) Limited, a wholly-owned
         subsidiary of ACX Technologies, Inc. for Britton Group plc.
         (Incorporated by reference to Exhibit 2 to Form 8-K filed 
         on January 29, 1998.)
  3.1    Articles of Incorporation of  Registrant.
         (Incorporated  by reference to Exhibit  3.1  to
         Form  10 filed on October 6, 1992, file No.  0-20704)
  3.1A   Articles of Amendment to Articles of
         Incorporation  of Registrant. (Incorporated  by
         reference  to Exhibit 3.1A to Form 8  filed  on
         December 3, 1992, file No. 0-20704)
  3.2    Bylaws  of  Registrant,  as   amended.
         (Incorporated  by reference to Exhibit  3.2  to
         Form 10-Q filed on November 7, 1996, file No. 0-20704)
   4     Form of Stock Certificate of Common Stock.
         (Incorporated by reference to Exhibit 4 to Form
         10-K filed on March 7, 1996, file No. 0-20704)
 10.1    Stock  Purchase  Agreement  Among  Golden
         Aluminum  Company, Crown Cork & Seal, Inc.  and
         ACX   Technologies,   Inc.   (Incorporated   by
         reference to Exhibit 10.1 to 8-K filed on March
         14, 1997, file No. 0-20704)
 10.2    Supply Agreement between Graphic Packaging Corporation and
         Coors Brewing Company, dated January 1, 1997.  (Incorporated
         by reference to Exhibit 10.2 to Form 10-K filed on March 24,
         1997.)  (Confidential treatment has been granted for portions
         of this Exhibit).
 10.3    Amended  and  Restated Credit Agreement among  ACX
         Technologies, Inc., Morgan Guaranty Trust Company of New
         York, as agent, and other banks party thereto.
 10.6    Gravure International Capital Corporation
         Purchase Agreement.  (Incorporated by reference
         to  Form 8-K filed on July 1, 1994, file No. 0-20704)
 10.7*   Description   of   Officers'   Life
         Insurance  Program. (Incorporated by  reference
         to Exhibit 10.7 to Form 10-K filed on March 24,
         1997.)
 10.8*   Form of Officers' Salary Continuation
         Agreement,   as   amended.   (Incorporated   by
         reference  to Exhibit 10.10 to Form 10-K  filed
         on March 20, 1995, file No. 0-20704)
 10.9*   ACX   Technologies,   Inc.   Equity
         Incentive  Plan, as amended.  (Incorporated  by
         reference to Exhibit 10.9 to Form 10-K filed on
         March 7, 1996, file No. 0-20704)
 10.10*  ACX   Technologies,   Inc.   Equity
         Compensation  Plan for Non-Employee  Directors,
         as  amended.   (Incorporated  by  reference  to
         Exhibit  A  to  the  Proxy Statement  filed  in
         connection  with  the  May  17,  1994,   Annual
         Meeting of Shareholders)
 10.11*  ACX Technologies, Inc. Phantom Equity
         Plan.   (Incorporated by reference  to  Exhibit
         10.11  to  Form 8 filed on November  19,  1992,
         file No. 0-20704)
 10.15*  ACX  Technologies,  Inc.   Deferred
         Compensation  Plan, as amended.   (Incorporated
         by  reference  to Exhibit 10.15  to  Form  10-K
         filed on March 7, 1996, file No. 0-20704)
 10.16*  ACX  Technologies,  Inc.  Executive
         Incentive Plan.  (Incorporated by reference  to
         Exhibit  10.16 to Form 10-K filed on  March  7,
         1996, file No. 0-20704)
   12    Statement  of  Computation  of  Ratio  of
         Earnings to Fixed Charges.
   21    Subsidiaries of Registrant.
   23    Consent of Price Waterhouse LLP.
   27    Financial Data Schedule

   *     Management  contracts  or  compensatory   plans,
         contracts  or arrangements required to be filed  as  an
         Exhibit pursuant to Item 14(c).

The  Registrant will furnish to a requesting security holder  any
Exhibit  requested  upon  payment of the Registrant's  reasonable
copying charges and expenses in furnishing the Exhibit.



(b)  Reports on Form 8-K.

     On December 2, 1997, the Company filed a Current Report on
     Form 8-K regarding the Company's announcement on November 25,
     1997 of its $420 million cash tender offer to acquire Britton.

(c)  Other Exhibits.
 
     No exhibits in addition to those previously filed or listed in
     Item 14(a)(3) are filed herein.

(d)  Other Financial Statement Schedules.

     No additional financial statement schedules are required.
  
 

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

                                        ACX TECHNOLOGIES, INC.


Date:  March 23, 1998                   By /s/ Jeffrey H. Coors
                                        --------------------------
                                        Jeffrey H. Coors
                                        President

Date:  March 23, 1998                   By /s/ Joseph Coors, Jr.
                                        --------------------------
                                        Joseph Coors, Jr.
                                        President

Date:  March 23, 1998                   By /s/ Jed J. Burnham
                                        --------------------------
                                        Jed J. Burnham
                                        Chief Financial Officer
                                          and Treasurer

Date:  March 23, 1998                   By /s/ Beth A. Parish
                                        --------------------------
                                        Beth A. Parish
                                        Controller and Principal
                                          Accounting Officer


      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 date indicated.

Date:  March 23, 1998                   By /s/ William K. Coors
                                        --------------------------
                                        William K. Coors
                                        Chairman of the Board
                                          of Directors and Director

Date:  March 23, 1998                   By /s/ John D. Beckett
                                        --------------------------
                                        John D. Beckett
                                        Director

Date:  March 23, 1998                   By /s/ Jeffrey H. Coors
                                        --------------------------
                                        Jeffrey H. Coors
                                        Principal Executive Officer
                                          and Director

Date:  March 23, 1998                   By /s/ John K. Coors
                                        --------------------------
                                        John K. Coors
                                        Director

Date:  March 23, 1998                   By /s/ Joseph Coors, Jr.
                                        --------------------------
                                        Joseph Coors, Jr.
                                        Principal Executive Officer
                                          and Director

Date:  March 23, 1998                   By /s/ Richard P. Godwin
                                        --------------------------
                                        Richard P. Godwin
                                        Director

Date:  March 23, 1998                   By /s/ John H. Mullin, III
                                        --------------------------
                                        John H. Mullin, III
                                        Director

Date:  March 23, 1998                   By /s/ John Hoyt Stookey
                                        --------------------------
                                        John Hoyt Stookey
                                        Director

Date:  March 23, 1998                   By /s/ James K. Peterson
                                        --------------------------
                                        James K. Peterson
                                        Director