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, 1998

                               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 require-
ments 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.  [X ]

  As of March 1, 1999, there were 28,431,224 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 $349,701,765.

DOCUMENTS INCORPORATED BY REFERENCE
  Registrant's Proxy Statement filed in connection with the 1999
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 Graphic Packaging Corporation and its
subsidiaries  (collectively referred to  as  Graphic  Packaging),
Coors   Porcelain  Company  and  its  subsidiaries  (collectively
referred to as Coors Ceramics), Golden Technologies Company, Inc.
and   its  subsidiaries  (collectively  referred  to  as   Golden
Technologies), and, prior to March 1997, Golden Aluminum  Company
and   its  subsidiaries  (collectively  referred  to  as   Golden
Aluminum).


                             PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

       The   Company,  through  its  wholly  owned  subsidiaries,
manufactures  high-performance consumer and industrial  packaging
products  and  advanced technical ceramics and  other  engineered
materials for industrial markets.  In addition, the Company  owns
through  Golden  Technologies several other  operating  companies
primarily  comprised of its majority interest in  Golden  Genesis
Company, a group of solar electric distribution companies,  which
is  publicly  traded  on NASDAQ.  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 and noncore businesses.

     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.
     
     On  January 14, 1998, the Company acquired Britton Group plc
(Britton) pursuant to a cash tender offer for approximately  $420
million.   Britton was an international packaging group operating
through  two  principal divisions: folding cartons and  plastics.
The  folding  cartons  division, Universal Packaging  Corporation
(Universal Packaging), is a nonintegrated manufacturer of folding
cartons  in  the  United  States, with  capabilities  in  design,
printing  and  manufacturing of multicolor folding cartons.   The
plastics  division  of  Britton (Plastics  Division),  which  was
disposed of on April 20, 1998, operates in the United Kingdom and
includes  the  extrusion, conversion and printing of polyethylene
into  films and bags for industrial customers.  In addition,  the
Company  has completed several acquisitions during the prior  six
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, a  fluoropolymer  sealing
system  and  component  manufacturer  in  1997,  and  a  Canadian
flexible packaging business in 1998.

     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 was due by  March  1999.   In
December  of 1998, the Company extended the due date on  the  $60
million payment until September 1, 1999.  In accordance with  the
purchase  agreement and subsequent extension, the  purchaser  has
the  right  to  return  Golden Aluminum  to  the  Company  before
September  1,  1999  in discharge of the $60 million  obligation.
The initial payment of $10 million is nonrefundable.

      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 Foreign Sales.

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

                          Operating Depreciation
                           Income        and                  Capital
(In thousands)  Net Sales  (Loss)   Amortization   Assets  Expenditures
                --------- --------- ------------  -------- ------------
1998

Packaging        $623,852   $38,232      $35,924  $539,039      $47,498
Ceramics          296,614    28,886       19,977   248,970       26,891
Other              67,925    (3,047)       1,270    56,905        3,384
                --------- ---------    ---------  --------    ---------
  Segment total   988,391    64,071       57,171   844,914       77,773
Corporate             ---    (8,941)         336   116,291          690
                --------- ---------    ---------  --------    ---------
  Consolidated
    total        $988,391   $55,130      $57,507  $961,205      $78,463
                ========= =========    =========  ========    =========
1997

Packaging        $365,123   $42,655      $20,211  $210,024      $18,022
Ceramics          304,824    48,249       18,664   261,471       28,812
Other              61,138   (31,186)       3,451    81,443        9,068
                --------- ---------    ---------  --------    ---------
  Segment total   731,085    59,718       42,326   552,938       55,902
Corporate             ---   (10,177)         337   148,258          311
                --------- ---------    ---------  --------   ----------
  Consolidated
    total        $731,085   $49,541      $42,663  $701,196      $56,213
                ========= =========    =========  ========    =========
1996

Packaging        $346,547   $41,048      $19,959  $205,705      $13,314
Ceramics          276,352    44,204       16,159   214,635       30,291
Other              89,481   (48,447)       5,757   104,138       12,558
                --------- ---------    ---------  --------    ---------
  Segment total   712,380    36,805       41,875   524,478       56,163
Corporate             ---    (8,169)         341    35,662          327
Discontinued
  operations          ---       ---        7,307   116,552        1,036
                --------- ---------    ---------  --------    ---------
  Consolidated
    total        $712,380   $28,636      $49,523  $676,692      $57,526
                ========= =========    =========  ========    =========

     Corporate assets for 1998 and 1997 consist primarily of  cash,
a note receivable from the sale of Golden Aluminum, deferred taxes,
and  certain  properties.  The 1997 and 1996 operating  losses  for
Other  relate  primarily  to  asset  impairment  and  restructuring
charges.
     
     Certain financial information regarding the Company's domestic
and foreign operations is included in the following summary:

                  Net     Long-Lived
(In thousands)   Sales      Assets
                --------  ----------
1998                              
                                  
United States   $851,010    $553,209
Canada            65,525      34,813
Other             71,856       6,551
                --------  ----------
  Total         $988,391    $594,573
                ========  ==========
1997                              
                                  
United States   $582,067    $274,710
Canada            68,616      34,619
Other             80,402       6,833
                --------  ----------
  Total         $731,085    $316,162
                ========  ==========
1996                              
                                  
United States   $578,106    $326,088
Canada            56,966      38,187
Other             77,308       2,968
                --------  ----------
  Total         $712,380    $367,243
                ========  ==========

(c)  Narrative Description of Business Segments

Packaging

      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.   The
1998  acquisition of Universal Packaging, which is now  operating
as an integral part of Graphic Packaging, added six manufacturing
facilities and capabilities in web and sheet fed offset printing,
electron  beam curing, and rotary die cutting.  This  acquisition
has  allowed Graphic Packaging to expand into the food market and
adds  a  blue-ribbon  customer list.  As of  December  31,  1998,
Graphic  Packaging  operated ten folding  carton  facilities  and
seven flexible packaging facilities.

      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  U.S.  folding carton industry is a $5  billion  annual
industry that declined 1% in 1998 compared to 1997, primarily due
to continuing efforts to minimize package bulk.  Between 1993 and
1997  this  industry grew at an annualized rate of about  2%  per
year.   Over  the  last  several years, the majority  of  Graphic
Packaging's internal folding carton growth has come from sales to
Coors Brewing and customers in the detergent, cereal, premium bar
soap,  and  quick  service  restaurant markets,  and  promotional
packaging.    In   addition,  the  Universal   Packaging   carton
acquisition  brought Graphic Packaging a significant position  in
the dry and frozen food markets.

       In   manufacturing  specialty  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, soap, and promotional  packaging
customers.  This technology also provides Graphic Packaging  with
the   unique  ability  to  cost  effectively  produce  full   web
lamination  holographic cartons.  Demand for holographic  folding
cartons  is  growing significantly in the toothpaste, promotional
packaging, and other market segments.

      The  flexible packaging industry in the U.S. and Canada  is
approximately  an $18 billion annual industry,  which  has  grown
approximately  3% on an annualized basis between 1993  and  1998.
The 1998 acquisition of a Canadian flexible packaging company has
provided  both  sales  growth and reinforced Graphic  Packaging's
position in the Canadian market place.  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.  These packages require  complex
laminations  and  extensive printing and  sometimes  the  use  of
special  coating and lacquers.  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 new high-margin products.
Graphic  Packaging  intends to emphasize its ability  to  provide
innovative  products with value added characteristics  that  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 has developed a unique packaging  system,
known as ComposiGard[TM](a one-piece, 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
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,
metallizing  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  and  laminated
materials  in roll stock form.  Its technical capability  centers
on printing premium quality graphics, production of sophisticated
laminations, and manufacture of pre-made bags.

      Graphic Packaging uses 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 75%,  55%,
and  56% of Graphic Packaging's total sales for each of the years
ended  1998,  1997,  and 1996, respectively, with  the  remainder
coming  from flexible packaging sales.  Approximately  24%,  53%,
and  54%  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 focused primarily  on
the  confectionery, foods, beverage labels, cookie, photographic,
and pet food markets.

      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.  Graphic Packaging  had
approximately $121.5 million in unshipped backlog  orders  as  of
March 1, 1999, as compared to approximately $108.9 million as  of
March  1, 1998.  The Company expects to ship most of the  backlog
by  the  end  of  the second quarter 1999.  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.


Ceramics

      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 78 years,  is
the  largest  U.S.  owned  independent manufacturer  of  advanced
technical ceramics.

     Markets and Products.  Coors Ceramics provides components to
23   of   the   24   commonly  recognized   industrial   markets.
Approximately  64% of its sales in 1998 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  have excellent electrical properties.   These
properties  make  ceramic  an ideal material  for  a  variety  of
industrial applications.  Initially more expensive than competing
materials, such as plastics and metals, ceramic products  provide
higher  value by contributing to longer product life and enabling
customers to enhance their technologies.

There  are  numerous and varied uses for ceramic components  such
as:

        >    Slitting knives and other processing and sizing
           devices used in high-speed paper making machines;
        >    Seals and other pump components installed in
           automobiles, home appliances, chemical processing,
           and blood analysis equipment;
        >    Fixtures for processing of silicon wafers in
           semiconductor 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,
           communications systems, automotive controls and
           military electronics;
        >    Passive electronic components, such as capacitors
           and insulators, 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.
           Cellular telephones, pagers, and radar detection
           devices require these packages due to their need
           for high reliability.

      Coors Ceramics engineers and custom designs its products 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 Coors Ceramics  sells
its   advanced   ceramic   products   primarily   to   industrial
manufacturers for incorporation into their products or processes,
the  business is sensitive to changes in economic conditions that
affect  the end users of ceramic products.  For example,  because
an  American  car  currently contains  approximately  17  ceramic
components,   sales  fluctuations  in  the  domestic   automobile
industry  could  directly affect Coors  Ceramics'  sales  to  the
automotive market.

      Strategy.   Coors  Ceramics  seeks  to  grow  its  business
profitably  and  manage  its  sensitivity  to  changing  economic
conditions.  In order to achieve its goal, Coors Ceramics pursues
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  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 to develop  other  materials  to
complement  and  enhance its conventional alumina  based  product
lines.   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 high temperature electrostatic
           precipitators that remove particulates from power
           plant emissions;
        >    Fluid handling, primarily in the area of ceramic
           components in valves, pumps, and flow meters for
           chemical, food processing, and petrochemical 
           applications; and
        >    Semiconductor equipment market as the supplier
           of pressure parts and assemblies.

     Management also anticipates near-term growth opportunities
in the power tube and pressure sensor markets.

      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  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 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.

      The raw materials Coors Ceramics uses in its 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  2.1  million
square  feet  of  manufacturing space in the  United  States  and
abroad.  Overall, Coors Ceramics operated at approximately 65% of
its  available  capacity in 1998 primarily due to lower  capacity
utilization  at  plants,  which primarily  service  the  oilfield
products,  electronics, and semiconductor  industries.   Capacity
utilization, not currently a major constraint, ranged between 32%
and  79% at Coors Ceramics' 22 manufacturing facilities in  1998.
These facilities specialize, to a certain degree, in a particular
market and are located strategically 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  1998,  Coors  Ceramics completed  capacity  expansion  at
certain locations.

      Sales  and  Distribution.  Coors  Ceramics  sells  products
primarily   to   manufacturers,  including   original   equipment
manufacturers, for incorporation into industrial applications and
products.   Coors Ceramics generates sales through  direct  sales
employees  located throughout the United States  and  Europe  and
manufacturers' representatives.  Coors Ceramics' sales personnel,
many  with  engineering expertise, receive substantial  technical
assistance  and  engineering support due to the highly  technical
nature of its products.

      International sales, primarily in Western European and  Far
East  markets,  constituted approximately 25%, 27%,  and  29%  of
ceramic  product  sales  in 1998, 1997, and  1996,  respectively.
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 when sales  are  made  in  the
foreign  currency.  The strength of the dollar  relative  to  the
currency  of its customers or competitors may 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,  automotive,  power
generation  and  mining, and semiconductor  industries  comprised
16%,  13%,  12%,  and 10%, respectively, of Coors Ceramics'  1998
consolidated net revenue.

       Coors   Ceramics'  25  largest  customers  accounted   for
approximately  34%  of  its net sales for 1998,  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, 1999, Coors Ceramics had backlog orders  of
approximately $82.9 million, as compared to $106.6 million as  of
March 1, 1998.  Coors Ceramics will ship most of the 1999 backlog
before  the  end  of the second quarter of 1999.   Customers  may
place annual orders, with shipments scheduled over a twelve-month
period.   Backlog  orders  may be higher for  certain  industrial
product  segments  due to longer time periods between  order  and
delivery dates under purchase orders.  Sales are not seasonal but
can  be 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 primarily from Kyocera Corporation (Japan),
Morgan  Crucible  Co.  (United  Kingdom),  NGK  Insulators,  Ltd.
(Japan),   and  CeramTec  AG  (Germany).   Principal  competitive
factors  in  the  worldwide market include 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.  A major competitor in most of  the
markets  it serves, Coors Ceramics holds a prominent position  in
some   product   lines.    It   has  maintained   long   standing
relationships  with major corporations based on  consistent  high
product  quality and customer service, which management  believes
is  Coors  Ceramics'  advantage in domestic and  certain  foreign
markets.

       Ceramic   materials  offer  advantages  over  conventional
materials  for applications in which certain properties  such  as
high  electrical resistance, hardness, high-temperature strength,
wear  and  abrasion  resistance, and  precise  machinability  are
important.   Ceramic  products, however,  face  competition  from
metals   and   other  materials.   For  example,   plastics   are
substituting  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  continues to be attractive to customers.  In accordance
with  the  strategy outlined above, Coors Ceramics  continues  to
explore  and evaluate the development or acquisition of companies
with competing or complementary materials.

      Product Development.  Coors Ceramics continually undertakes
new   product   and  process  improvement  efforts   within   the
manufacturing operations including new or improved materials  and
processes.

Other Businesses

     In addition to the primary operating businesses, the Company
owns  other  businesses (Other), primarily operating through  its
majority   owned  subsidiary,  Golden  Genesis  Company   (Golden
Genesis).    Golden   Genesis'  focus  is   on   assembling   and
distributing  solar electric systems.  The Other businesses  also
include a real estate development partnership.  Additionally, the
historical   results  for  the  Other  businesses   include   the
operations  of  a biodegradable polymer project  and  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.  During 1998, the Company  exited
the  biodegradable  polymer project.  On January  31,  1999,  the
Company  sold the remaining corn-wet mill operations. The Company
is working toward exit strategies for all noncore businesses.

Dependence on Major Customer

      Sales  to Coors Brewing accounted for approximately  12.1%,
15.5%,  and 16.7% of the Company's consolidated sales  for  1998,
1997, and 1996, respectively; however, future sales may vary from
historical levels.

      In  1998,  Graphic Packaging entered into a  new  five-year
supply agreement with Coors Brewing to supply packaging products.
The  new  agreement  includes  stated  quantity  commitments  and
requires  annual repricing.  In addition, this contract  provides
for a three-year extension to be negotiated by 2000.  The Company
also  sold  aluminum products and refined corn  starch  to  Coors
Brewing  until the disposition of these businesses  on  March  1,
1997  and  January  31,  1999, respectively.   The  Company  will
continue  to  attempt  to  increase  its  sales  to  unaffiliated
customers to decrease dependence on Coors Brewing.  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.    Total   research    and
development expenditures for the Company were $4.6 million, $15.6
million,   and   $15.3  million  for  1998,   1997,   and   1996,
respectively.     The   Company's   research   and    development
expenditures have and are expected to continue 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  Other 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.  Colorado State environmental  authorities  are
seeking  clean up of soil and ground water contamination  from  a
subsequent owner.  Although Coors Ceramics does not believe it is
responsible  for  the contamination or the cleanup,  the  parties
agreed  to  a remediation plan.  Coors Ceramics will  manage  the
remediation and, after the first $500,000 in expenses,  pay  from
10  to 15 percent of the additional remediation costs.  There  is
no estimate of potential clean up costs, although management does
not believe it will be material.

      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
including  investigation and sampling.  There is no  estimate  of
potential clean up costs, although management does not believe it
will be material.

     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 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  or 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.

     In addition, the Company has received demands arising out of
alleged contamination of various properties currently or formerly
owned  by  the Company.  In management's opinion, none  of  these
claims will result in liability that would materially affect  the
Company's financial position or results of operations.


Year 2000 Readiness Disclosure

     The  Year  2000  issue arose because many existing  computer
programs  use  only  the last two digits  to  refer  to  a  year.
Therefore,  these computer programs do not properly  recognize  a
year that begins with "20" instead of the familiar "19".  If  not
corrected,  many  computer  applications  could  fail  or  create
erroneous results disrupting normal business operations.
     
     Management  has  implemented an enterprise-wide  program  to
prepare the Company's financial, manufacturing and other critical
systems  and  applications  for  the  year  2000.    The  program
includes  a  task force established in March 1998  that  has  the
support  and  participation  of  upper  management  and  includes
individuals  with  expertise  in  risk  management,   legal   and
information  technologies.  The Board of Directors  monitors  the
progress  of the program on a quarterly basis.  The task  force's
objective  is to ensure an uninterrupted transition to  the  year
2000   by  assessing,  testing,  and  modifying  all  information
technology  (IT) and non-IT systems, interdependent systems,  and
third parties such as suppliers and customers.
     
     The  Year 2000 task force has taken an inventory of  all  IT
and non-IT systems.  This inventory categorizes potential systems
date  failures into three categories:  "major" (critical  to  the
production  and could be business threatening with no  short-term
alternatives  available); "limited" (disrupting to  the  business
operations  with  short-term solutions  available);  and  "minor"
(inconsequential to the business operations).  The task force has
prioritized the program to focus first on "major" systems.  It is
the  Company's  goal to have all systems Year 2000  compliant  no
later than September 1, 1999.
     
     IT  Systems  -  The  Company  is  primarily  using  internal
resources to remediate IT systems.  External resources  are  used
to  assist in testing compliance of IT systems.  The Company does
not  rely  on any one IT system.  The majority of the IT  systems
have  been  recently purchased from third party  vendors.   These
systems  were  already  Year  2000 compliant  or  had  Year  2000
compliance upgrades.  As of December 31, 1998, approximately  80%
of the Company's IT systems are Year 2000 compliant.
     
     Non-IT   Systems   -   The  Company  has  approximately   40
manufacturing  facilities with varying degrees of non-IT  systems
(such  as  printing presses, automated kiln systems,  statistical
process  control  systems,  ink mixing systems,  quality  control
systems,  and machining equipment).  The vast majority  of  these
facilities  are  located in North America.  To ensure  Year  2000
compliance  for  non-IT systems, the Year  2000  task  force  has
contacted  the  suppliers of these non-IT  systems  and  obtained
statements that the systems are Year 2000 compliant and is in the
process  of testing Year 2000 compliance.  The majority of  these
non-IT  systems use time intervals instead of dates and are  Year
2000  compliant.   Thus,  the  Company  believes  that  potential
disruptions of such systems due to the Year 2000 issue should  be
minimal.   As  of  December 31, 1998, approximately  90%  of  the
Company's  "major"  and "limited" non-IT systems  are  Year  2000
compliant.   The "minor" non-IT systems are in various stages  of
compliance.
     
     Third Parties - The Year 2000 task force has been in contact
with  key  suppliers and customers to minimize potential business
disruptions  related to the Year 2000 issue between  the  Company
and these third parties.  The task force has focused on suppliers
and  customers  that  are  classified as "major"  and  "limited".
While  the  Company cannot guarantee compliance by third  parties
suppliers, the Company has developed contingency plans to  ensure
the availability of inventory supplies in the event a supplier is
not Year 2000 compliant.
     
     Contingency  Plans  -  The Company  is  in  the  process  of
finalizing  contingency plans in the event there  are  Year  2000
failures  related to the Company's IT and non-IT  systems  and/or
key  third  parties.  The Company's manufacturing facilities  are
not  interdependent in terms of non-IT systems and its facilities
utilize  a  diverse  range  of  non-IT  systems  (i.e.,  printing
presses,   kilns,  and  other  manufacturing   equipment).     In
addition,  no one facility accounts for a significant  amount  of
revenue.  Thus, the contingency plan includes for non-IT  systems
the  transfer  of production between facilities and manufacturing
equipment.  Currently, the Company believes that there is  enough
manufacturing capacity to accommodate the contingency plan.
     
     The Company's IT systems are also not heavily interdependent
between facilities and key third parties and the Company utilizes
a  diverse  range  of IT systems.  The contingency  plan  for  IT
systems  includes the ability to transfer transaction processing,
record  keeping,  and  compliance  work  between  facilities  and
maintaining "hard" copies of critical information.
     
     The  Company  is  not dependent on any  one  supplier.   The
Company  has  established  back-up suppliers  and  will  maintain
adequate  inventory levels at December 31, 1999 to  minimize  the
potential business disruption in the event of a Year 2000 failure
by a supplier.
     
     Costs  -  Through December 31, 1998, the Company  has  spent
approximately $0.5 million out of an estimated total $1.8 million
related  to the Year 2000 issue.  These costs include  the  costs
incurred  for external consultants and professional advisors  and
the  costs  for  software  and hardware.   The  Company  has  not
separately  tracked internal costs such as payroll related  costs
for  its  information  technologies  group  and  other  employees
working on the Year 2000 project.  The Company expenses all costs
related  to  the  Year 2000 issue as incurred.  These  costs  are
being funded through operating cash flows.
     
     The Company's current estimate of the time and costs related
to  the remediation of the Year 2000 issue are based on the facts
and  circumstances existing at this time.  New developments could
affect  the Company's estimates to remediate the Year 2000 issue.
These  development's  include, but are not limited  to:  (i)  the
availability and cost of personnel trained in this area; (ii) the
ability  to  identify  and remediate all IT and  non-IT  systems;
(iii)  unanticipated failures in IT and non-IT systems; and  (iv)
the  planning and Year 2000 compliance success that key customers
and suppliers attain.


Employees

      As  of  March 1, 1999, 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

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
Manufacturing        Mitchell, South Dakota         Folding Carton
Manufacturing        Lumberton, North Carolina      Folding Carton
Manufacturing        Saratoga Springs, 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
Manufacturing        Terrebonne, Quebec             Flexible Packaging
Company Offices      Golden, Colorado(2)

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           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

Golden Technologies:
Company Offices      Golden, Colorado(2)

Solar Energy Business:
Integration and
  Distribution       Scottsdale,Arizona(2)          Solar Panel
                                                      Integration and
                                                      Distribution
Manufacturing        Chatsworth, California(2)      Solar Panel
                                                      Manufacturing
Manufacturing        San Luis Obispo, California(2) Solar Panel
                                                      Manufacturing
Manufacturing        Sacramento, California(2)      Solar Panel
                                                      Manufacturing
Manufacturing        La Rioja, Argentina            Solar Panel
                                                      Manufacturing
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.

      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 each of these cases, the Company 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  February 1998, a subsidiary of Golden Technologies was
sued  in  the  State District Court for Weld County, Colorado  by
Johnstown  Cogeneration Company for breach of a supply  agreement
to  purchase  thermal energy for the Johnstown,  Colorado  plant.
Golden  Technologies  claims  that its  facility  no  longer  had
requirements  for  thermal energy under the supply  agreement  as
that  agreement was written and performed due to the  March  1997
shut  down  of  the high fructose corn syrup operations.   Golden
Technologies further claims that it had no obligation  to  modify
existing equipment to take thermal energy.  This case is  in  the
discovery stage and, although the outcome of litigation is  never
certain, management does not believe that it will have a material
adverse effect on the Company's financial condition or results of
operations.   The Company sold the Johnstown, Colorado  plant  in
January 1999.

      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 and was dismissed from the case in 1998.

      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.

      In December 1996, the Company brought an action in Colorado
State  court  relating  to a construction contract  dispute.   In
November 1998, this case was settled and the Company recovered  a
significant portion of the amount claimed.


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, 1998.


                                
                             PART II

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

      The  Company's common stock is 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 1998 and 1997 were  as
follows:

   Market Price            1998                   1997
                    --------------------   -------------------
                    High       Low         High       Low
                    ---------  ---------   ---------  --------
   First Quarter    $25        $22 1/2     $19 7/8    $17 3/4
   Second Quarter   $25 3/4    $21 1/16    $22 11/16  $17 3/4
   Third Quarter    $22 3/4    $12 7/16    $27 3/8    $22 5/8
   Fourth Quarter   $15 13/16  $ 9 13/16   $27 1/4    $24 7/16

     During 1998 and 1997, 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,  1999,  there  were  approximately   2,522
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        1998      1997     1996       1995      1994
                        --------  --------  --------  --------  --------
Summary of Operations

Net sales               $988,391  $731,085  $712,380  $660,853  $578,705
                        --------  --------  --------  --------  --------

Gross profit            $194,445  $178,611  $156,525  $152,824  $120,172
                                                                       
Selling, general
  and administrative
  expenses              $106,105  $107,190   $93,247   $91,383   $81,721
Asset impairment
  and restructuring
  charges                 33,210    21,880    34,642     2,735       ---
                        --------  --------  --------  --------  --------
Operating income         $55,130   $49,541   $28,636   $58,706   $38,451
                        --------  --------  --------  --------  --------
Income from continuing
  operations             $21,265   $27,716   $11,409   $31,247   $19,683
                        --------  --------  --------  --------  --------
Per basic share of
  common stock:
  Continuing operations    $0.75     $0.99     $0.41     $1.17     $0.75
  Net income(loss) a,b     $0.75     $0.99    ($3.30)    $0.89     $0.76

Per diluted share of
  common stock :
  Continuing operations    $0.73     $0.96     $0.40     $1.14     $0.74
  Net income(loss) a,b     $0.73     $0.96    ($3.23)    $0.87     $0.75


Financial Position                                                     

Working capital         $152,544  $158,551  $154,626  $168,801  $146,678
Total assets            $961,205  $701,196  $676,692  $785,486  $760,290
Current maturities
  of debt               $ 86,300       ---       ---       ---    $3,600
Long-term debt          $233,000  $100,000  $100,000  $100,000  $108,295
Shareholders' equity    $447,955  $430,531  $397,903  $488,374  $457,454


Other Information                                                      

Total debt to                                                          
  capitalization           41.6%     18.8%     20.1%     17.0%     19.7%
Net book value per                                               
  share of common
  stock                   $15.76    $15.17    $14.24    $18.14    $17.19


a   Asset impairment and restructuring charges resulted in a loss
per  diluted  share impact of $0.69, $0.47, $0.81, and  $0.06  in
1998, 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), and $0.01 for 1996,  1995,
and 1994, respectively.



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  packaging  business,
operated   through   Graphic   Packaging   Corporation   (Graphic
Packaging),  and  the ceramics business, operated  through  Coors
Ceramics Company (Coors Ceramics).

      Graphic Packaging is a nonintegrated manufacturer  of  both
folding  carton  and  flexible packages and participates  in  the
beverage,  frozen  food, dried good, soap and detergent,  bakery,
tobacco,  pet  food,  confectionery,  quick  service  restaurant,
coffee,  photographic,  and personal care  markets.   In  January
1998,  the Company acquired Britton Group plc (Britton).  Britton
operated  through  two principal divisions: folding  cartons  and
plastics.   The  folding  cartons division,  Universal  Packaging
Corporation    (Universal   Packaging),   is   a    nonintegrated
manufacturer  of  folding  cartons in  the  United  States,  with
capabilities in design, printing, and manufacturing of multicolor
folding  cartons.   The  Company sold the  plastics  division  of
Britton in April 1998.  In March 1996, Graphic Packaging acquired
Gravure Packaging, Inc., (Gravure) located in Richmond, Virginia.

      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  78  years,  is  the largest  U.S.-owned,  independent
manufacturer  of  advanced technical ceramics.  The  majority  of
Coors Ceramics' 1998 sales were to the automotive, petrochemical,
power    generation   and   mining,   semiconductor    equipment,
telecommunications, and pulp and paper industries.

     In addition to the primary operating businesses, the Company
owns  other  businesses (Other), primarily operating through  its
majority   owned  subsidiary,  Golden  Genesis  Company   (Golden
Genesis).    Golden   Genesis'  focus  is   on   assembling   and
distributing  solar electric systems.  The Other businesses  also
include a real estate development partnership.  Additionally, the
historical   results  for  the  Other  businesses   include   the
operations  of  a biodegradable polymer project  and  a  corn-wet
milling  facility  that  produced high-fructose  corn  syrup  and
refined  corn  starch.   During  1998,  the  Company  exited  the
biodegradable polymer project.  In 1997, the Company  exited  the
high-fructose  corn  syrup business.  On January  31,  1999,  the
Company sold the remaining corn-wet mill operations.  The Company
is working toward exit strategies for all noncore businesses.

      This  financial  review  presents the  Company's  operating
results  for each of the three years in the period ended December
31,  1998, and its financial condition at December 31,  1998  and
1997.   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
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, including a nonrefundable $10 million which was paid
at  closing  and $60 million due within two years.  Subsequently,
the  due  date was extended to September 1, 1999.  In  accordance
with  the  purchase  agreement  and  subsequent  extension,   the
purchaser has the right to return Golden Aluminum to the  Company
prior  to  September  1, 1999 in discharge  of  the  $60  million
obligation.   In this event, the Company will pursue  alternative
means to dispose of this business.

      The historical operating results and the estimated loss  on
the  sale of Golden Aluminum have been segregated as discontinued
operations on the accompanying Consolidated Income Statement  for
all  periods presented.  Substantially all the assets  of  Golden
Aluminum  were  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.

      From the acquisition date of Britton, the Company accounted
for   the   plastics   division  as  a  discontinued   operation.
Therefore,  due to purchase accounting, neither the operation  of
the  plastics division nor its disposition had an impact  on  the
Company's results of operations.

Results from Continuing Operations

Consolidated

      Net Sales

      Net  sales for 1998 totaled $988.4 million, an increase  of
$257.3  million, or 35.2%, over 1997 net sales of $731.1 million.
The January 14, 1998 acquisition of Universal Packaging accounted
for  the  increase  in  net  sales.   Partially  offsetting  this
increase,  1998  net  sales  at Coors  Ceramics  were  down  2.7%
compared   with   1997,  primarily  due  to   weaker   sales   to
semiconductor,  pulp and paper, and electronics  customers.   Net
sales  for 1997 increased $18.7 million, or 2.6%, over  1996  net
sales  of  $712.4 million.  Sales growth in 1997  was  driven  by
increases at both Coors Ceramics and Graphic Packaging, partially
offset by sales declines in the Other businesses.

     Net sales to Coors Brewing Company (Coors Brewing) consisted
of  packaging products and refined corn starch and accounted  for
12.1%,  15.5%, and 16.7% of 1998, 1997, and 1996 total  revenues,
respectively.  On January 31, 1999, the Company sold its corn-wet
milling  operation and ceased to sell refined corn  starch.   The
Company  continues  to pursue new markets  and  customers  in  an
effort to be less dependent upon Coors Brewing.

      The  Company had 1998 sales to customers outside the United
States,  primarily  in  Canada  and  western  Europe,  of  $137.4
million,  or 13.9% of total net sales.  This compares to  foreign
sales  of  $149.0 million, or 20.4% of total sales, in 1997.   In
1996,  foreign sales accounted for $134.3 million,  or  18.8%  of
total  net  sales.   The decrease in foreign  sales  in  1998  is
attributable  to  the  strength of the U.S. dollar  and  currency
related price competition.

     Future years' sales growth is expected to be slightly better
than  the U.S. economy growth rate at Coors Ceramics and slightly
better  than the packaging industry rates for Graphic  Packaging.
This   growth   will  be  enhanced  by  the  pursuit   of   niche
acquisitions, additional base business revenues, and the strength
of  relationships with existing customers for their future needs.
The  Company  intends to work toward exiting  its  other  noncore
businesses.

      Gross Margin

      Consolidated gross margin was 19.7%, 24.4%, and  22.0%  for
1998, 1997, and 1996, respectively.  The lower consolidated gross
margin reflects lower gross margins at both Graphic Packaging and
Coors  Ceramics.   Graphic  Packaging's  lower  margins  in  1998
resulted  from the acquisition of Universal Packaging, which  has
lower  comparative  margins.  Graphic Packaging's  base  business
margins  were  also  lower  in 1998 compared  with  1997  due  to
competitive    pricing   pressures   in    the    industry    and
underutilization of some of its flexible packaging assets.  Coors
Ceramics  margins  declined  as a result  of  price  competition,
particularly in international markets due to the strength of  the
U.S.  dollar  vis-a-vis  certain foreign  currencies.   In  1997,
Graphic  Packaging enjoyed higher gross margins  as  compared  to
1996   due  to  increased  sales  volumes,  productivity   gains,
operating  efficiencies, and the Gravure acquisition.   Partially
offsetting these gains in 1997, Coors Ceramics experienced slight
declines  in margins, primarily due to lower margins  on  certain
sales resulting from currency influenced price competition.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses for 1998, 1997,
and  1996 were $106.1 million, $107.2 million, and $93.2 million,
which   represented  10.7%,  14.7%,  and  13.1%  of  net   sales,
respectively.   The decreased selling, general and administrative
expenses  in  1998  reflect the addition of Universal  Packaging,
which  operates with lower overhead expenses, and a reduction  of
research  and  development  expenses  related  to  the  Company's
decision  to exit its developmental businesses.  The increase  in
1997  is attributable to the inclusion of a full year of expenses
for the solar electric businesses acquired in November 1996.

Operating Income from
Continuing Operations by Segment
(In millions)                             1998   1997   1996
                                         -----  -----  -----
Before asset impairment and                                
  restructuring charges:
Graphic Packaging                        $59.5  $44.8  $41.0
Coors Ceramics                            40.7   48.2   44.2
Other businesses                          (2.9) (11.4) (13.8)
Corporate                                 (8.9) (10.2)  (8.2)
                                         -----  -----  -----
Operating income before asset
  impairment and restructuring charges    88.4   71.4   63.2

Asset impairment and restructuring                         
  charges:
Graphic Packaging                        (21.3)  (2.1)   ---
Coors Ceramics                           (11.8)   ---    ---
Other businesses                          (0.1) (19.8) (34.6)
                                         -----  -----  -----
Operating income after asset impairment                    
  and restructuring charges              $55.2  $49.5  $28.6
                                         =====  =====  =====

      Consolidated  operating income for 1998,  excluding  asset
impairment and restructuring charges, grew to $88.4 million,  an
increase  of  23.8%  over  1997 operating  income  before  asset
impairment and restructuring charges.  The addition of Universal
Packaging  accounted for this increase, partially offset  by  an
operating   income  decline  at  Coors  Ceramics.   Consolidated
operating  income  for  1997,  excluding  asset  impairment  and
restructuring  charges, grew to $71.4 million,  an  increase  of
$8.2  million, or 13.0%, over 1996 operating income before asset
impairment  and restructuring charges.  Record operating  income
in 1997 at both Coors Ceramics and Graphic Packaging contributed
to this increase.

     Asset Impairment Charges

      The  Company  recorded  a  total of  $31.2  million,  $16.6
million,  and $32.2 million in asset impairment charges in  1998,
1997,  and  1996,  respectively.  In 1998, goodwill  write  downs
totaled $5.5 million, with the remainder of the charge consisting
of  fixed asset impairments.   There were no goodwill write downs
in 1997 or 1996.

     Graphic  Packaging: Graphic Packaging recorded $18.5 million
in  asset  impairment  charges in  1998.   Deterioration  of  its
performance  at  certain  facilities  and  increased  competitive
conditions led management to review the carrying amounts of long-
lived   assets  and  goodwill  in  conjunction  with  an  overall
restructuring   plan.    (See   Restructuring   Charges   below.)
Specifically, forecasted operating cash flows did not support the
carrying  amount  of certain long-lived assets  and  goodwill  at
Graphic  Packaging's  Franklin,  Ohio  operation.   In  addition,
management  decided  to  offer for sale  the  Vancouver,  British
Columbia  operation  and  close  a  divisional  office  in  North
Carolina.  Therefore, the long-lived assets and related  goodwill
were written down to their estimated market values.

     Coors  Ceramics: During 1998, Coors Ceramics recorded  $11.8
million  in asset impairment charges.  A $6.2 million charge  was
taken in conjunction with the cancellation of Coors Ceramics' C-4
technology  agreement with IBM.  Changes in the  market  for  C-4
applications  extended  the time frame for  achieving  commercial
sales  beyond  original  expectations.  The  lack  of  near  term
commercial sales opportunities, combined with increasing overhead
costs,  prompted  the  Company to negotiate  termination  of  the
agreement with IBM.  Consequently, the Company wrote off the long-
lived  assets associated with this project.  The Company recorded
an  additional  $5.6  million  asset  impairment  charge  at  the
Chattanooga,  Tennessee operation.  Management decided  to  offer
this  operation  for sale as strong offshore competition  in  the
electronic  package  market  made  it  uneconomical  to  have   a
manufacturing   facility  dedicated   to   this   product   line.
Consequently, the long-lived assets of the Chattanooga operations
were written down to their estimated market values.

      Other: The Company recorded net asset impairment charges of
$0.9  million in its Other businesses.  These charges  include  a
$1.0  million  asset impairment charge to write  down  long-lived
assets  of  Solartec,  S.A.,  a  solar  electric  subsidiary   in
Argentina.  Since acquiring Solartec in November 1996,  operating
cash  flows have been below original expectations.  As a  result,
the Company recorded this impairment to reduce the carrying value
of its investment in Solartec to its estimated fair market value.
In addition, the Company recorded a $0.4 million asset impairment
charge  related to the consolidation and outsourcing  of  certain
manufacturing activities at Golden Genesis.  As a result, certain
long-lived assets became impaired and were written down to  their
estimated  market  value.  Also during  1998,  the  Company  sold
certain  equipment  formerly used in  the  biodegradable  polymer
project  for approximately $0.5 million.  These assets  had  been
previously  written off as an asset impairment, so the  resulting
gain  on  sale of these assets was netted against the 1998  asset
impairment charge.

      During  1997,  the Company recorded a $16.6  million  asset
impairment charge when it adopted a plan to limit future  funding
for  the  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  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 the Company's
move from manufacturing to solar electric distribution.
     
     Restructuring Charges
     
     The  Company  recorded restructuring charges  totaling  $2.0
million, $5.3 million, and $2.4 million in 1998, 1997, and  1996,
respectively.  The following table summarizes accruals related to
these restructuring charges:

                                 Corn
                  Biodegradable Syrup  Graphic   Graphic      
                   Polymer Exit  Exit Packaging Packaging     
(In millions)          Plan      Plan Corporate Operations Other 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             (0.5)     (1.4)    (0.2)      ---    (1.8)  (3.9)
Non-cash expenses      ---       ---     (0.2)      ---     ---   (0.2)
                     -----     -----    -----    ------   -----  -----
Balance,
 December 31, 1997     0.4       0.9      1.7       ---     ---    3.0

1998 restructuring
  charges              ---      (0.8)     ---       2.8     ---    2.0
Cash paid             (0.4)     (0.1)    (1.7)     (1.0)    ---   (3.2)
                     -----     -----    -----    ------   -----  -----
Balance,                                                                 
 December 31, 1998    $---      $---     $---      $1.8    $---   $1.8
                     =====     =====    =====    ======   =====  =====

      Graphic  Packaging: During 1998, the Company  instituted  a
restructuring   plan   related  to  certain   Graphic   Packaging
operations  and  recorded $2.8 million in restructuring  charges.
This  plan included the consolidation and realignment of  certain
administrative functions and the downsizing of its Franklin, Ohio
operation.    This   plan   resulted  in   the   elimination   of
approximately  20  administrative and 65 manufacturing  positions
with related severance costs of approximately $2.5 million.  This
plan also included approximately $0.3 million in other exit costs
related  to the closure of a divisional office in North Carolina.
The  Company  made cash payments of $1.0 million  in  the  fourth
quarter  of  1998 and expects to make the remaining cash  outlays
and complete this restructuring plan in the first half of 1999.

      In  December  1997, the Company recorded  a  $2.1  million
charge related to the closure of the Graphic Packaging corporate
offices  in  Wayne,  Pennsylvania.   This  closure  resulted  in
severance   and   outplacement  costs  of   $1.1   million   for
approximately  22  administrative employees.  The  Company  made
cash  payments of $1.7 million and $0.2 million related to  this
plan in 1998 and 1997, respectively.

      Other: During 1997, the Company eliminated 40 research and
administrative positions and recorded approximately $0.9 million
in severance and outplacement costs related to the biodegradable
polymer project.  The Company made cash outlays of approximately
$0.4  million and $0.5 million related to this plan in 1998  and
1997, respectively.

      The  Company adopted a plan to exit the high-fructose  corn
syrup  business  in  1997.  As a result, the  Company  eliminated
approximately  70 manufacturing and administrative positions  and
recorded  $2.3  million in severance and other exit  costs.   The
Company made approximately $0.1 million and $1.4 million in  cash
outlays related to this plan in 1998 and 1997, respectively.   In
the  fourth  quarter  of 1998, the Company  determined  that  the
liability   remaining  for  this  exit  plan  was  not  required.
Accordingly,  the  remaining liability was  reversed  and  netted
against the 1998 restructuring charges.

     In 1996, the Company recorded $2.4 million in restructuring
charges related to certain management realignments made  in  the
solar   electric   distribution  business   resulting   in   the
elimination of 16 administrative positions.  Approximately  $1.8
million and $0.2 million were paid for severance and other  exit
costs related to this charge in 1997 and 1996, respectively.
     
     Interest Expense and Interest Income

     Interest expense for 1998, 1997, and 1996 was $25.6 million,
$8.7  million, and $8.2 million, respectively.  The  increase  in
1998  reflects additional borrowings used to finance the  Britton
acquisition,  along  with  interest  on  debt  assumed   in   the
acquisition.    The  $0.5  million  increase  in  1997   resulted
primarily from lower capitalized interest amounts associated with
fewer large capital projects in 1997.

      Interest  income  for  1998, 1997, and  1996  totaled  $5.5
million,  $5.7  million,  and  $1.3 million,  respectively.   The
decrease  from  1997  to 1998 reflects the  lower  cash  balances
resulting from the Company's acquisition of Britton in 1998.  The
increase  in  interest  income between  1996  and  1997  reflects
imputed interest on the Company's note receivable related to  the
sale of Golden Aluminum.

      Income Taxes

      The consolidated effective tax rate for the Company in 1998
was  40.2%  compared to 39.9% in 1997 and 49.1%  in  1996.    The
higher tax rate in 1996 compared with 1998 and 1997 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%.

Graphic Packaging

      Graphic Packaging's net sales for 1998 were $623.9 million,
an  increase of $258.8 million, or 70.9%, over 1997 net sales  of
$365.1 million.  The increase is attributable to the January 1998
acquisition of Universal Packaging and better than industry sales
growth  in  its proprietary specialty packaging products.   These
gains  were offset by significant pricing pressures for  flexible
packaging  and  volume declines to the tobacco  market.   Graphic
Packaging's 1997 net sales increased $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.   In
1998,  1997,  and 1996, folding carton sales accounted  for  75%,
55%,  and  56%  of total net sales, respectively,  with  flexible
sales accounting for the balance of the business.  Sales to Coors
Brewing   were  approximately  18%,  29%,  and  31%  of   Graphic
Packaging's  net  sales for 1998, 1997, and  1996,  respectively.
Graphic  Packaging  expects  to  continue  increasing  sales   to
unaffiliated  customers,  thereby decreasing  its  dependence  on
Coors Brewing.

      Graphic  Packaging's operating income for  1998  was  $38.2
million, a decrease of $4.5 million, or 10.5%, compared  to  1997
operating  income of $42.7 million.  Operating  income  for  1998
includes  $21.3  million  in asset impairment  and  restructuring
charges  discussed  above.  Excluding the  asset  impairment  and
restructuring  charges  in both periods,  1998  operating  income
increased  $14.7  million, or 32.8%, over 1997 operating  income.
The  addition  of Universal Packaging, strong sales of  specialty
packaging, and reduced corporate costs account for this increase.
These  gains  were partially offset by a significant  decline  in
margins  for  flexible packaging products.   Graphic  Packaging's
operating  income  for  1997  represented  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  offset
by $2.1 million in restructuring charges.

      Operating  margins were 6.1%, 11.7%, and  11.8%  for  1998,
1997, and 1996, respectively.  The lower operating margin in 1998
reflects the asset impairment and restructuring charges discussed
above  and  the relatively lower margins at Universal  Packaging,
partially offset by savings realized in the relocation of Graphic
Packaging's  corporate  offices to  Colorado  in  December  1997.
Operating  margin  declines  in  1997  related  to  restructuring
charges, offset in part by the increased volumes discussed above.

      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 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.

Coors Ceramics

      Coors  Ceramics'  1998  net sales were  $296.6  million,  a
decline  of $8.2 million, or 2.7%, over 1997 net sales of  $304.8
million.  The lower net sales in 1998 reflect downturns in  sales
to  the  semiconductor,  pulp and paper, telecommunications,  and
petrochemical  industries.  Coors Ceramics' net  sales  for  1997
increased  $28.4  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 in 1997
over  1996.   International sales as a percentage  of  total  net
sales   were  25%,  27%,  and  29%  in  1998,  1997,  and   1996,
respectively.  The relatively lower international sales  in  1998
and  1997 were primarily attributable to lower sales dollars from
some  international  customers due to currency  influenced  price
competition  resulting  from  the strong  U.S.  dollar  vis-a-vis
certain foreign currencies.

      Operating income for 1998 totaled $28.9 million, a  decline
of  $19.3 million, or 40.0%, from 1997 operating income of  $48.2
million.   Excluding  the  asset  impairment  charges,  operating
income  totaled  $40.7 million, a decline  of  $7.5  million,  or
15.6%,  from 1997.  Other than the asset impairment charges,  the
lower  operating income in 1998 reflects a downturn in  sales  to
customers  in  key  market segments and the effects  of  currency
influenced price competition resulting from a strong U.S. dollar.
Operating  income for 1997 rose $4.0 million, or 9.1%, over  1996
operating income of $44.2 million.  The increase between 1996 and
1997  operating  income  is attributable to  increases  in  sales
volumes described above partially offset by margin erosion due to
currency influenced price competition.

      Operating  margins declined in 1998 to 9.7% from  15.8%  in
1997.   The lower operating margins in 1998 reflect $11.8 million
in  asset impairment charges discussed above, lower sales volumes
in  higher  margin  semiconductor and  pulp  and  paper  industry
product   lines,  and  currency  influenced  price   competition.
Operating margins decreased slightly in 1997 to 15.8% compared to
16.0%  in  1996,  primarily  due  to  currency  influenced  price
competition.

      In  1999, Coors Ceramics will continue its efforts to  grow
through  new  product development, expanded market share  in  its
current  product  lines, vertical integration in  key  industries
such  as  semiconductor, and the addition of  new  materials  and
processes to its product mix.  The 1999 outlook is dependent upon
the  continued strength of key segments of the U.S. and  European
economies,  effective capacity utilization, and  Coors  Ceramics'
ability to compete abroad.

Other

      Net  sales  for the Other businesses in 1998 totaled  $67.9
million,  an  increase of $6.8 million, or 11.1%, over  1997  net
sales  of  $61.1  million.  The increase  reflects  higher  sales
volumes  due  to  acquisitions of solar electric distributors  by
Golden Genesis.  Net sales in 1997 reflected a decrease of  $28.4
million,  or 31.7%, compared to 1996 net sales of $89.5  million.
The  Company's  decision  to exit the  high-fructose  corn  syrup
business,  partially offset by a full year of  sales  for  Golden
Genesis, acquired in November 1996, caused this decrease.

      The  Other  businesses reported an operating loss  of  $3.0
million  in 1998.  This compares favorably to the operating  loss
of $31.2 million in 1997.  The 1997 operating loss includes $19.8
million  in asset impairment and restructuring charges  discussed
above.    Excluding   the   effects  of  asset   impairment   and
restructuring charges, the additional improvement of $8.5 million
between  1997  and 1998 reflects the Company's decision  to  exit
certain  noncore businesses.  The 1997 operating  loss  of  $31.2
million  compares  with a 1996 operating loss of  $48.4  million,
which   includes   $34.6   million  in   asset   impairment   and
restructuring  costs.   Excluding  the  impact   of   the   asset
impairment  and  restructuring  charges,  the  Other  businesses'
operating loss decreased 17.4%, or $2.4 million, between 1996 and
1997.   The 1997 operating results include a full year of results
from  Golden  Genesis  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.

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, acquisitions,  and  share
repurchases.  Internally generated liquidity is measured  by  net
cash  from  operations, as discussed below, and working  capital.
At  December 31, 1998, the Company's working capital  was  $152.5
million with a current ratio of 1.74 to 1.

      During  1998, the Company established a two-year, unsecured
$250  million revolving credit facility. The Company  may  extend
this  facility  for  two  additional one-year  periods  with  the
consent of the participating banks.  Amounts borrowed under  this
facility   bear  interest  under  various  pricing  alternatives,
including:  (i)  LIBOR plus a spread depending on  the  Company's
debt  ratings,  or (ii) a competitive money market  auction.   In
addition,  the  Company pays a commitment fee  on  the  committed
amount.  At December 31, 1998, $120 million was outstanding under
this  line.   The Company intends to replace this  facility  with
longer-term  financing  prior  to  the  expiration  date  of  the
facility.

      The  Company  has $100 million of senior notes  outstanding
under  a  private  placement agreement  bearing  interest  at  an
average  rate of 8%.  Of this amount, $70 million is due November
1, 1999, with the remaining $30 million due in November 2001.  In
addition,  the  Company  assumed $92.5 million  of  senior  notes
through its acquisition of Britton.  These notes bear interest at
approximately 7.1% and are payable in installments  between  1999
and 2006.

      The  Company  has  entered  into  contracts  to  hedge  the
underlying interest rate on $175 million of anticipated long-term
borrowings.   These contracts lock an average risk-free  rate  of
approximately  5.78%  and  expire  on  November  1,  1999.    The
anticipated borrowings will be used to refinance all or a portion
of  the  revolving credit facility and the senior  notes  due  in
1999.   As of December 31, 1998, the unrecognized loss associated
with these hedge contracts was approximately $15 million.

      During 1998, the Company's Board of Directors approved  the
repurchase  of up to 5% of the outstanding common shares  of  the
Company.   As  of December 31, 1998, the Company had  repurchased
181,200 shares at an aggregate cost of $2.4 million.

      In  March of 1997, the Company completed the sale of Golden
Aluminum.  This sale generated $10 million in cash at closing and
is expected to generate an additional $60 million in cash in 1999
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 $97.3 million, $117.4  million,
and  $46.2 million for 1998, 1997, and 1996, respectively.   Cash
generated in 1997 reflects the liquidation of the working capital
of  Golden Aluminum.  The lower level of cash generated  in  1996
relative to other years was primarily attributable to 1996 losses
in discontinued operations.

      During  1998, 1997, and 1996, 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 $190.9 million, as follows:

(In millions)                            1998   1997   1996
                                        -----  -----  -----
Graphic Packaging                       $47.5  $18.0  $13.3
Coors Ceramics                           26.9   28.8   30.3
Other businesses                          3.4    9.1   12.6
Golden Aluminum - discontinued in 1996    ---    ---    1.0
                                        -----  -----  -----
                                        $77.8  $55.9  $57.2
                                        =====  =====  =====

      Consolidated capital spending during 1998 was primarily for
facility expansions and reconfigurations as well as technological
upgrades to machinery and equipment and related computer systems.
The  Company  expects its capital expenditures  for  1999  to  be
between  $70  million  and  $80  million,  primarily  at  Graphic
Packaging.   Graphic  Packaging's 1999  capital  budget  includes
completion of its new manufacturing facility in Golden, Colorado,
along  with equipment for additional capacity at existing  plants
and   performance  improvements  to  existing  equipment.   Coors
Ceramics'  capital  budget is expected to be  substantially  less
than  in  previous  years  and  is  planned  to  be  focused   on
performance  improvements  to  existing  equipment.   The   Other
businesses   do   not   anticipate  having  significant   capital
expenditures in 1999.

      Acquisitions during 1998 utilized $300.8 million  in  cash,
primarily for the acquisition of Britton.  The Company  plans  to
continue  to pursue value added acquisitions that provide  growth
and synergies with its core businesses.

       The   Company  currently  expects  that  cash  flows  from
operations,  the  sale  of certain assets, borrowings  under  its
current credit facilities, and anticipated new borrowings will be
adequate  to  meet  the  Company's  needs  for  working  capital,
temporary  financing for capital expenditures, share repurchases,
debt repayments, 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

     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 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.

     In addition, the Company has received demands arising out of
alleged contamination of various properties currently or formerly
owned by the Company.  In management's opinion, none of these
claims will result in liability that would materially affect the
Company's financial position or results of operations.

Year 2000 Readiness Disclosure

     The  Year  2000  issue arose because many existing  computer
programs  use  only  the last two digits  to  refer  to  a  year.
Therefore,  these computer programs do not properly  recognize  a
year that begins with "20" instead of the familiar "19".  If  not
corrected,  many  computer  applications  could  fail  or  create
erroneous results disrupting normal business operations.

     Management  has  implemented an enterprise-wide  program  to
prepare   the  Company's  financial,  manufacturing,  and   other
critical systems and applications for the year 2000.  The program
includes  a  task force established in March 1998  that  has  the
support  and  participation  of  upper  management  and  includes
individuals  with  expertise  in  risk  management,  legal,   and
information  technologies.  The Board of Directors  monitors  the
progress  of the program on a quarterly basis.  The task  force's
objective  is to ensure an uninterrupted transition to  the  year
2000   by  assessing,  testing,  and  modifying  all  information
technology  (IT) and non-IT systems, interdependent systems,  and
third parties such as suppliers and customers.

     The  Year 2000 task force has taken an inventory of  all  IT
and non-IT systems.  This inventory categorizes potential systems
date  failures  into  three  categories:   "major"  (critical  to
production  and could be business threatening with no  short-term
alternatives  available); "limited" (disrupting to  the  business
operations  with  short-term solutions  available);  and  "minor"
(inconsequential to the business operations).  The task force has
prioritized the program to focus first on "major" systems.  It is
the  Company's  goal to have all systems Year 2000  compliant  no
later than September 1, 1999.

     IT  Systems  -  The  Company  is  primarily  using  internal
resources to remediate IT systems.  External resources  are  used
to  assist in testing compliance of IT systems.  The Company does
not  rely  on any one IT system.  The majority of the IT  systems
have  been  recently purchased from third party  vendors.   These
systems  were  already  Year  2000 compliant  or  had  Year  2000
compliance upgrades.  As of December 31, 1998, approximately  80%
of the Company's IT systems were Year 2000 compliant.
     
     Non-IT   Systems   -   The  Company  has  approximately   40
manufacturing  facilities with varying degrees of non-IT  systems
(such  as  printing presses, automated kiln systems,  statistical
process  control  systems,  ink mixing systems,  quality  control
systems,  and machining equipment).  The vast majority  of  these
facilities  are  located in North America.  To ensure  Year  2000
compliance  for  non-IT systems, the Year  2000  task  force  has
contacted  the  suppliers of these non-IT  systems  and  obtained
statements that the systems are Year 2000 compliant and is in the
process  of testing Year 2000 compliance.  The majority of  these
non-IT  systems use time intervals instead of dates and are  Year
2000  compliant.   Thus,  the  Company  believes  that  potential
disruptions of such systems due to the Year 2000 issue should  be
minimal.   As  of  December 31, 1998, approximately  90%  of  the
Company's  "major"  and "limited" non-IT systems  are  Year  2000
compliant.  The "minor" non-IT systems are in various  stages  of
compliance.
     
     Third Parties - The Year 2000 task force has been in contact
with  key  suppliers and customers to minimize potential business
disruptions  related to the Year 2000 issue between  the  Company
and these third parties.  The task force has focused on suppliers
and  customers  that  are  classified as "major"  and  "limited."
While  the  Company cannot guarantee compliance  by  third  party
suppliers, the Company has developed contingency plans to  ensure
the availability of inventory supplies in the event a supplier is
not Year 2000 compliant.
     
     Contingency  Plans  -  The Company  is  in  the  process  of
finalizing  contingency plans in the event there  are  Year  2000
failures  related to the Company's IT and non-IT  systems  and/or
key  third  parties.  The Company's manufacturing facilities  are
not interdependent in terms of non-IT systems, and its facilities
utilize  a  diverse  range  of  non-IT  systems  (i.e.,  printing
presses,   kilns,  and  other  manufacturing   equipment).     In
addition,  no one facility accounts for a significant  amount  of
revenue.  Thus, the contingency plan includes for non-IT  systems
the  transfer  of production between facilities and manufacturing
equipment.  Currently, the Company believes that there is  enough
manufacturing capacity to accommodate the contingency plan.
     
     The Company's IT systems are also not heavily interdependent
between facilities and key third parties and the Company utilizes
a  diverse  range  of IT systems.  The contingency  plan  for  IT
systems  includes the ability to transfer transaction processing,
record  keeping,  and  compliance  work  between  facilities  and
maintaining "hard" copies of critical information.
     
     The  Company  is  not dependent on any  one  supplier.   The
Company  has  established  back-up suppliers  and  will  maintain
adequate  inventory levels at December 31, 1999 to  minimize  the
potential business disruption in the event of a Year 2000 failure
by a supplier.
     
     Costs  -  Through December 31, 1998, the Company  has  spent
approximately $0.5 million out of an estimated total $1.8 million
related  to the Year 2000 issue.  These costs include  the  costs
incurred  for external consultants and professional advisors  and
the  costs  for  software  and hardware.   The  Company  has  not
separately  tracked internal costs such as payroll related  costs
for  its  information  technologies  group  and  other  employees
working on the Year 2000 project.  The Company expenses all costs
related  to  the  Year 2000 issue as incurred.  These  costs  are
being funded through operating cash flows.
     
     The Company's current estimate of the time and costs related
to  the remediation of the Year 2000 issue are based on the facts
and  circumstances existing at this time.  New developments could
affect  the Company's estimates to remediate the Year 2000 issue.
These  developments  include, but are not  limited  to:  (i)  the
availability and cost of personnel trained in this area; (ii) the
ability  to  identify  and remediate all IT and  non-IT  systems;
(iii)  unanticipated failures in IT and non-IT systems; and  (iv)
the  planning and Year 2000 compliance success that key customers
and suppliers attain.

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  the  Company  to  be  materially different  from  any  future
results, performance or achievements expressed or implied by  the
forward-looking  statements.   Specifically,  1)   the  Company's
ability to lessen its dependence on Coors Brewing is dependent on
identifying and capturing new customers, successfully  increasing
sales to existing unaffiliated customers, and the success of  the
Company's  marketing plans; 2)  future years  revenue  growth  is
dependent  on numerous factors, including the continued  strength
of  the U.S. and key foreign economies, the relative position  of
the  U.S. dollar vis-a-vis key European and Asian currencies, the
actions  of  competitors and customers, the Company's ability  to
execute  its marketing plans, and the ability of the  Company  to
maintain or increase sales to existing customers and capture  new
business;  3)  the Company's ability to grow through acquisitions
depends  on  its  ability to identify attractive and  synergistic
acquisition   opportunities,   to   successfully   finance   such
acquisitions,  and  to  integrate  acquired  companies;  4)   the
Company's   ability  to  exit  noncore  businesses   depends   on
identifying  and  executing exit strategies for these  businesses
and  other  factors; 5)  the Company's ability  to  maintain  its
effective  tax rate at 40% depends on the current and future  tax
laws,  the Company's ability to identify and use its tax credits,
and  other  factors;  6)   the ability of  Graphic  Packaging  to
sustain  profitable  growth  is dependent  on  numerous  factors,
including its ability to successfully market its products to  new
and  existing  customers, the ability to  develop  and  bring  to
market new products, the ability to complete its new facility  on
time  and on budget and qualify its products with customers,  the
ability to successfully complete focused acquisitions (see number
3  above),  and  the success of its customers; 7)  the  Company's
overall  financial results and financial condition  is  dependent
upon  its  customers and suppliers ability to execute their  Year
2000 readiness plans; and 8)  Coors Ceramics' ability to increase
revenues  and operating income is dependent upon its  ability  to
continue  its  track  record for new product innovation,  general
economic conditions such as the position of the U.S. dollar vis-a-
vis  other currencies, the availability and pricing of substitute
materials  such  as metals and plastics, the performance  of  key
industry   segments  such  as  semiconductor,   automotive,   and
electronics, and other factors.

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


     Consolidated Financial Statements:                   Page(s)
                                                          -------
     Report of Independent Accountants                     30

     Consolidated Income Statement for the years
       ended December 31, 1998, 1997, and 1996             31-32
  
     Consolidated Statement of Comprehensive Income
        for the years ended December 31, 1998, 1997,
        and 1996                                           32
  
     Consolidated Balance Sheet at December 31, 1998
        and December 31, 1997                              33
  
     Consolidated Statement of Cash Flows for the
        years ended December 31, 1998, 1997, and 1996      34

     Consolidated Statement of Shareholders' Equity
        for the years ended December 31, 1998, 1997,
        and 1996                                           35
  
     Notes to Consolidated Financial Statements            36-53
  
     Schedule II - Valuation and Qualifying Accounts
        for the years ended December 31, 1998, 1997,
        and 1996                                           54



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, 1998 and 1997, and the  results
of  their  operations and their cash flows for each of the  three
years  in the period ended December 31, 1998, 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.


PricewaterhouseCoopers LLP
Denver, Colorado
January 27, 1999




MANAGEMENT'S REPORT TO SHAREHOLDERS

     The preparation, integrity, and objectivity of the financial
statements and all other financial information included  in  this
Annual  Report  is  the responsibility of the Management  of  ACX
Technologies,  Inc.  The financial statements have been  prepared
in  accordance  with  generally accepted  accounting  principles,
applying  estimates  based on management's  best  judgment  where
necessary.   Management believes that all material  uncertainties
have been appropriately accounted for and disclosed.

     The  established system of accounting procedures and related
internal  controls provide reasonable assurance that  the  assets
are safeguarded against loss and that the policies and procedures
are implemented by qualified personnel.

     PricewaterhouseCoopers   LLP,  the   Company's   independent
accountants,  provide  an  objective, independent  audit  of  the
consolidated financial statements.  Their accompanying report  is
based  upon an examination conducted in accordance with Generally
Accepted  Auditing Standards including a review of  the  internal
control structure and tests of accounting procedures and records.

     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  at   least
quarterly, either separately or jointly, with representatives  of
management,  the Company's independent accountants  and  internal
auditors.    To  ensure  complete  independence,  the   Company's
independent accountants and 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,
                                         1998       1997       1996
                                     --------   --------   --------
Sales                                $868,513   $617,762   $593,493
Sales to Coors Brewing                119,878    113,323    118,887
                                     --------   --------   --------
Total sales                           988,391    731,085    712,380
                                                                   
  Cost of goods sold                  793,946    552,474    555,855
                                     --------   --------   --------
Gross profit                          194,445    178,611    156,525
                                                                   
  Selling, general and                                             
    administrative expense            106,105    107,190     93,247
  Asset impairment and                                             
    restructuring charges              33,210     21,880     34,642
                                     --------   --------   --------
Operating income                       55,130     49,541     28,636
                                                                   
Other income (expense):                                            
  Interest expense                    (25,595)    (8,666)    (8,177)
  Interest income                       5,454      5,688      1,254
  Miscellaneous--net                      576       (447)       696
                                     --------   --------   --------
Income from continuing operations                                  
  before income taxes                  35,565     46,116     22,409
                                                                   
  Income tax expense                   14,300     18,400     11,000
                                     --------   --------   --------
Income from continuing operations      21,265     27,716     11,409
                                                                   
Discontinued operations:                                           
Loss from discontinued operations                                  
  of Golden Aluminum Company              ---        ---     (5,033)
Loss on disposal of Golden                                         
  Aluminum Company                        ---        ---    (98,400)
                                     --------   --------   --------
Net income (loss)                     $21,265    $27,716   ($92,024)
                                     ========   ========   ========
Net income (loss) per basic share                                 
  of common stock:
                                                                  
  Continuing operations                 $0.75      $0.99      $0.41
                                                                  
  Discontinued operations                 ---       ---       (3.71)
                                     --------   --------   --------
Net income (loss) per basic share       $0.75      $0.99     ($3.30)
                                     ========   ========   ========
Weighted average shares                                           
  outstanding - basic                  28,504     28,118     27,899
                                     ========   ========   ========
Net income (loss) per diluted                                     
  share of common stock:
                                                                  
  Continuing operations                 $0.73      $0.96      $0.40
                                                                  
  Discontinued operations                 ---        ---      (3.63)
                                     --------   --------   --------
Net income (loss) per diluted                                     
  share                                 $0.73      $0.96     ($3.23)
                                     ========   ========   ========
Weighted average shares                                           
  outstanding - diluted                29,030    28,885      28,503
                                     ========   ========   ========

See Notes to Consolidated Financial Statements.


                                                                  
                     ACX TECHNOLOGIES, INC.
        CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                         (In thousands)
                                                                  
                                          Years Ended December 31,
                                         1998       1997       1996
                                     --------   --------   --------
Net income (loss)                     $21,265    $27,716   ($92,024)
                                     --------   --------   --------
Other comprehensive income:                                       
  Foreign currency translation                                    
    adjustments                        (3,218)    (3,127)       295
  Minimum pension liability                                       
    adjustment, net of tax of $459       (688)       ---        ---
                                     --------   --------   --------
Other comprehensive income (loss)      (3,906)    (3,127)       295
                                     --------   --------   --------
Comprehensive income (loss)           $17,359    $24,589   ($91,729)
                                     ========   ========   ========
                                                                  
See Notes to Consolidated Financial Statements.



                    ACX TECHNOLOGIES, INC.
                  CONSOLIDATED BALANCE SHEET
              (In thousands, except share data)

                                                  December 31,
                                                 1998      1997
ASSETS                                       --------  --------
Current assets                                                 
  Cash and cash equivalents                   $26,196   $49,355
  Accounts receivable, less allowance
    for doubtful accounts of $3,978 in
    1998 and $3,101 in 1997                    90,679    77,276
  Accounts receivable from Coors Brewing        2,084     4,083
  Notes receivable                             60,568       ---
  Inventories                                 148,552   113,792
  Deferred income taxes                        20,090    10,946
  Other assets                                  9,986    14,560
                                             --------  --------
    Total current assets                      358,155   270,012
                                                               
Properties, net                               373,691   249,624
Note receivable                                 3,360    56,549
Goodwill, net                                 206,583    56,883
Other assets                                   19,416    68,128
                                             --------  --------
Total assets                                 $961,205  $701,196
                                             ========  ========
LIABILITIES AND SHAREHOLDERS' EQUITY                           
Current liabilities                                            
  Current maturities of debt                  $86,300      $---
  Accounts payable                             40,211    40,743
  Accounts payable to Coors Brewing               342     2,557
  Accrued salaries and vacation                17,782    24,571
  Accrued expenses and other liabilities       60,976    43,590
                                             --------  --------
  Total current liabilities                   205,611   111,461
                                                               
Long-term debt                                233,000   100,000
Accrued postretirement benefits                27,652    27,453
Other long-term liabilities                    33,608    18,838
                                             --------  --------
  Total liabilities                           499,871   257,752
                                                               
Minority interest                              13,379    12,913
                                                               
Shareholders' equity                                           
Preferred stock, nonvoting, $0.01 par
  value 20,000,000 shares authorized                         
  and no shares issued or outstanding             ---       ---
Common stock, $0.01 par value 100,000,000                      
  authorized and 28,415,000 and 28,373,000                     
  issued and outstanding at December 31,                       
  1998 and December 31, 1997                      284       284
Paid-in capital                               451,401   451,336
Retained earnings (accumulated deficit)         1,710   (19,555)
Accumulated other comprehensive income                         
  (loss)                                       (5,440)   (1,534)
                                             --------  --------
  Total shareholders' equity                  447,955   430,531
                                             --------  --------
Total liabilities and shareholders' equity   $961,205  $701,196
                                             ========  ========

See Notes to Consolidated Financial Statements.



                    ACX TECHNOLOGIES, INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS
                        (In thousands)
                                                               
                                         Years Ended December 31,
                                        1998       1997       1996
                                     -------   --------   ---------
Cash flows from operating                                          
  activities:
  Net income (loss)                  $21,265    $27,716   ($92,024)
  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           34,488     21,880     34,642
    Depreciation and                                               
      amortization                    57,507     42,663     49,523
    Change in deferred income                                      
      taxes                            7,305     12,335     (6,058)
    Change in current assets and                                   
      current liabilities, net of
      effects from acquisitions:
        Accounts receivable            2,865     11,603     10,882
        Inventories                   (1,232)    17,769     (2,893)
        Other assets                   5,369      7,349     (3,855)
        Accounts payable             (18,151)    (1,462)   (13,561)
        Accrued expenses and                                       
          other liabilities          (12,300)   (21,792)   (31,656)
    Change in deferred items and                                   
      other                              178       (649)     2,758
                                    --------   --------   --------
Net cash provided by operating                                     
  activities                          97,294    117,412     46,158
                                                                   
Cash flows used in investing                                       
  activities:
  Acquisitions, net of cash                                        
    acquired                        (300,774)   (44,718)   (34,313)
  Additions to properties            (78,463)   (56,213)   (57,526)
  Proceeds from sales of assets      131,899     13,594      8,764
  Other                                 (369)    (4,283)    (1,250)
                                    --------   --------   --------
Net cash used in investing                                         
  activities                        (247,707)   (91,620)   (84,325)
                                                                   
Cash flows from financing                                          
  activities:
  Proceeds from issuance of debt     126,800        ---        ---
  Purchase of common shares           (2,389)       ---        ---
  Stock option exercise and other      2,843      7,892      1,152
                                    --------   --------   --------
Net cash provided by financing                                     
  activities                         127,254      7,892      1,152
                                                                   
Cash and cash equivalents:                                         
  Net increase (decrease) in cash                                  
    and cash equivalents             (23,159)    33,684    (37,015)
  Balance at beginning of period      49,355     15,671     52,686
                                    --------   --------   --------
  Balance at end of period           $26,196    $49,355    $15,671
                                    ========   ========   ========
                                                                   
See Notes to Consolidated Financial Statements.



                         ACX TECHNOLOGIES, INC.
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                              (In thousands)
                                                                   
                                     Retained      Other         
                    Common  Paid-in  Earnings  Comprehensive     
                    Stock   Capital  (Deficit) Income (Loss)    Total
                    ------ --------  --------- ------------- --------
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)
Acquisition                                                        
 accounted for                                                      
 as a pooling         ---       ---     (834)          ---       (834)
Cumulative
 translation
 adjustment           ---       ---      ---           295        295
                     ----  --------  -------         -----    -------
Balance at                                                         
 December 31, 1996    279   443,302  (47,271)        1,593    397,903
                                                                   
Exercise of
 stock option           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           ---       ---      ---        (3,127)    (3,127)
                     ----  --------  -------         -----    -------
Balance at                                                         
 December 31, 1997    284   451,336  (19,555)       (1,534)   430,531
                                                                   
Exercise of stock                                                  
 options                1       875      ---           ---        876
Tax benefit of                                                     
 option exercise      ---       480      ---           ---        480
Issuance of                                                        
 common stock           1     1,097      ---           ---      1,098
Share repurchase                                                   
 program               (2)   (2,387)     ---           ---     (2,389)
Net income            ---       ---   21,265           ---     21,265
Minimum pension
 liability
 adjustment           ---       ---      ---          (688)      (688)
Cumulative
 translation
 adjustment           ---       ---      ---        (3,218)    (3,218)
                     ----  --------  -------        ------    -------
Balance at                                                         
 December 31, 1998   $284  $451,401   $1,710       ($5,440)  $447,955
                     ====  ========   ======        =======  ========
                                                                   
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).   Graphic  Packaging   is   a
nonintegrated  manufacturer of both folding carton  and  flexible
packages  and  participates in the beverage, frozen  food,  dried
food,   soap   and   detergent,  bakery,   tobacco,   pet   food,
confectionery,  quick  service restaurant, coffee,  photographic,
and    personal   care   markets.    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' 1998 sales were to
the  petrochemical,  automotive,  power  generation  and  mining,
semiconductor equipment, telecommunications, and pulp  and  paper
industries.   Graphic Packaging and Coors Ceramics accounted  for
63% and 30%, respectively, of 1998 consolidated revenues.
     
     On  January 14, 1998, the Company acquired Britton Group plc
(Britton) pursuant to a cash tender offer for approximately  $420
million  (See  Note  2).  Britton was an international  packaging
group  operating through two principal divisions: folding cartons
and  plastics.  The folding cartons division, Universal Packaging
Corporation    (Universal   Packaging),   is   a    nonintegrated
manufacturer  of  folding  cartons in  the  United  States,  with
capabilities in design, printing, and manufacturing of multicolor
folding  cartons.   The  plastics division of  Britton  (Plastics
Division),  which  was  sold on April  20,  1998  (See  Note  3),
operates  in  the  United  Kingdom and  includes  the  extrusion,
conversion, and printing of polyethylene into films and bags  for
industrial customers.

     In addition to the primary operating businesses, the Company
owns  other  businesses (Other), primarily operating through  its
majority   owned  subsidiary,  Golden  Genesis  Company   (Golden
Genesis).    Golden   Genesis'  focus  is   on   assembling   and
distributing  solar electric systems.  The Other businesses  also
include a real estate development partnership.  Additionally, the
historical   results  for  the  Other  businesses   include   the
operations  of  a biodegradable polymer project  and  a  corn-wet
milling  facility  that  produced high-fructose  corn  syrup  and
refined  corn  starch.   During  1998,  the  Company  exited  the
biodegradable polymer project.  In 1997, the Company  exited  the
high-fructose  corn  syrup business.  On January  31,  1999,  the
Company sold the remaining corn-wet mill operations.  The Company
is working toward exit strategies for all noncore businesses.

      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 3.)

     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.
Management has made significant estimates 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 $1.8 million
and $2.3 million at December 31, 1998 and 1997, respectively.

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

                         1998        1997
                     --------    --------  
Finished              $62,484     $48,607
In process             37,458      34,754
Raw materials          48,610      30,431
                     --------    --------
  Total inventories  $148,552    $113,792
                     ========    ========

      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 20 years
Building and leasehold improvements     The shorter of the useful
                                        life, lease term, or
                                        30 years

     The cost of properties and related accumulated depreciation,
in thousands, at December 31, consisted of the following:
     
                                   1998         1997
                                -------     --------
Land and improvements          $ 14,995     $ 11,161
Buildings                       137,247      100,739
Machinery and equipment         468,012      368,775
Real estate properties           10,251       12,533
Construction in progress         29,390       24,041
                               --------     --------
                                659,895      517,249
Less accumulated depreciation   286,204      267,625
                               --------     --------
  Net properties               $373,691     $249,624
                               ========     ========

      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, which
is  generally  determined by the discounting of future  estimated
cash flows.  (See Note 4.)

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

      Goodwill:  Goodwill  is amortized on a straight-line  basis
over  the estimated future periods to be benefited (not exceeding
40  years).  Goodwill was $226.5 million at December 31, 1998 and
$68.2 million at December 31, 1997, less accumulated amortization
of $19.9 million and $11.3 million, respectively.

     Share Repurchase Program: On September 3, 1998, the Board of
Directors  authorized the repurchase of up to 5% of the Company's
outstanding common shares on the open market.  During  1998,  the
Company repurchased 181,200 shares for approximately $2.4 million
under this share repurchase program.

      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.   In  addition,  the  Company  has  entered   into
contracts  to hedge the underlying interest rate on $175  million
of  anticipated long-term borrowings.  Gains and  losses  on  the
contracts  are  deferred and will be recognized in the  effective
interest rate of the transaction when completed.  (See Note 6.)

     Earnings per Share: Following is a reconciliation between
basic and diluted earnings per common share for each of the three
years in the period ended December 31, 1998 (in thousands, except
per share information):
                                                Per
                                                Share
                                Income  Shares  Amount
1998                           -------  ------  ------
Income from continuing
 operations - basic EPS        $21,265  28,504  $0.75
Effect of stock options                    526
                               -------  ------
Income from continuing
 operations - diluted EPS      $21,265  29,030  $0.73
                               =======  ======  =====
1997
Income from continuing
 operations - basic EPS        $27,716  28,118  $0.99
Effect of stock options                    767
                               -------  ------
Income from continuing
 operations - diluted EPS      $27,716  28,885  $0.96
                               =======  ======  =====
1996
Income from continuing
 operations - basic EPS        $11,409  27,899  $0.41
Effect of stock options                    604
                               -------  ------
Income from continuing
 operations - diluted EPS      $11,409  28,503  $0.40
                               =======  ======  =====

       Statement   of  Cash  Flows:  The  Company  defines   cash
equivalents as highly liquid investments with original maturities
of  90  days or less.  Income taxes paid were $9.9 million,  $6.0
million, and $8.8 million in 1998, 1997, and 1996, respectively.

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

                           1998     1997     1996
                        -------   ------   ------
Total interest costs    $25,925   $9,126   $8,921
Interest capitalized       $330     $460     $744
Interest expense        $25,595   $8,666   $8,177
Interest paid           $22,656   $8,536   $9,554

      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. 133, "Accounting for  Derivative
Instruments  and Hedging Activities," was issued  in  June  1998.
This statement establishes accounting and reporting standards for
derivative  instruments and for hedging activities.  It  requires
the   recognition  of  all  derivatives  as  either   assets   or
liabilities in the statement of financial position at fair value.
This   statement   is  effective  for  the  Company's   financial
statements for the year ending December 31, 2000 and the adoption
of this standard is not expected to have a material effect on the
Company's financial statements.
     
     In  1998,  the  Company  adopted SFAS No.  132,  "Employers'
Disclosures  about  Pensions and Other Postretirement  Benefits."
This  statement revises the disclosure requirements for  pensions
and  other postretirement benefits.  The adoption of SFAS No. 132
did  not  affect results of operations or financial position  but
did  affect  the  disclosure of pensions and other postretirement
benefits information.  (See Note 10.)
     
     In  1998,  the  Company adopted SFAS No.  131,  "Disclosures
about  Segments of an Enterprise and Related Information."   This
statement  establishes  standards for  the  way  public  business
enterprises report information about operating segments.  It also
establishes standards for related disclosures about products  and
services, geographical areas, and major customers.  The  adoption
of SFAS No. 131 did not affect results of operations or financial
position  but  did affect the disclosure of segment  information.
(See Note 13.)
     
     In  1998,  the  Company  adopted SFAS  No.  130,  "Reporting
Comprehensive  Income."  The statement establishes standards  for
reporting  and  display  of  comprehensive  income  in  financial
statements.   The  adoption  of this  standard  did  not  have  a
material effect on the Company's financial statements.


Note 2.  Acquisitions

      In  1999,  the Company acquired the net assets of Precision
Technologies  for approximately $22 million in cash  and  300,000
warrants  to receive shares of the Company's common stock  at  an
exercise  price  equal to the fair market value at  the  date  of
close.   These warrants vest only upon the achievement of certain
revenue  goals  within  three years.   The  acquisition  will  be
accounted  for  under  the  purchase  method  of  accounting  and
goodwill is estimated to be $19 million.  Precision Technologies,
located in Livermore, California, manufactures precision-machined
parts for the semiconductor, medical, and aircraft industries.

      In 1999, the Company acquired all of the outstanding shares
of  Edwards  Enterprises  for  approximately  $18  million.   The
acquisition  will be accounted for under the purchase  method  of
accounting  and goodwill is estimated to be $4 million.   Edwards
Enterprises,   located   in   Newark,  California,   manufactures
precision-machined parts for the semiconductor industry.

      1998 Acquisitions

      On  August  17, 1998, the Company acquired the  assets  and
business of Filpac, Inc. a flexible packaging company located  in
Montreal,  Canada for $4.8 million in cash.  The acquisition  has
been  accounted  for under the purchase method of accounting  and
has  been  included  in  the accounts of the  Company  since  the
acquisition date.  No goodwill resulted from this acquisition.

     On  January 14, 1998, the Company acquired Britton  pursuant
to  a  cash  tender  offer for approximately $420  million.   The
Britton  acquisition has been accounted for  under  the  purchase
method.  Accordingly, the estimated excess of purchase price over
the  fair  value  of  net assets acquired of  approximately  $164
million is being amortized using the straight-line method over 30
years.   The results of Universal Packaging are reflected in  the
accounts of the Company beginning January 14, 1998.  The Plastics
Division was carried as a discontinued operation on the books  of
the  Company through the April 20, 1998 disposal date.  (See Note
3.)
     
     The  following  unaudited  pro forma  information  has  been
prepared  assuming that the Britton acquisition had  occurred  on
January  1,  1997.   In accordance with the rules  regarding  the
preparation  of  pro forma financial information, the  historical
results  of  Britton  used to derive the accompanying  pro  forma
information  do  not  include  the  operations  of  the  Plastics
Division.  The pro forma information includes adjustments for (1)
amortization   of   goodwill  recorded   pursuant   to   purchase
accounting,  (2)  increased  interest  expense  related  to   new
borrowings at applicable rates for the purchase, and (3) the  net
tax  effect of pro forma adjustments at the statutory rate.   The
pro  forma  financial information is presented for  informational
purposes  only  and  may  not be indicative  of  the  results  of
operations  as  they  would have been had  the  transaction  been
effected  on January 1, 1997 nor is it necessarily indicative  of
the results of operations which may occur in the future.
     
                                                Year Ended
(In thousands, except per share data)        December 31, 1997
                                             -----------------
Net sales                                         $955,635
                                                  ========
Net income                                         $25,596
                                                  ========
Net income per basic share of common stock           $0.91
                                                  ========
Net income per diluted share of common stock         $0.89
                                                  ========

      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  include  the
results of Tetrafluor since the acquisition date.  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.


Note 3.  Dispositions

Britton Group Plastics Division

     On  April  20, 1998, the Company sold the Plastics  Division
for  approximately pounds 82 million, or $135 million,  including
pounds  80 million  in cash  and  a pounds 2 million,  5.25% note
receivable due  in 2007  or upon change in control.  The majority
of  the sale price, less transaction costs, was used to  pay down
debt incurred by the Company for the Britton acquisition.

     Since the acquisition date of Britton, the Company accounted
for  the  Plastics Division as a discontinued operation held  for
sale.   Therefore, the disposition of the Plastics  Division  did
not  have an impact on the Company's results of operations.   The
Plastics  Division had net sales for the period January 14,  1998
through  April  20,  1998  of  $40.9  million,  with  break  even
operating  results.   The  Company  allocated  $1.8  million   of
interest  expense related to the acquisition of  Britton  to  the
Plastics  Division  during the period January  14,  1998  through
April 20, 1998.

Golden Aluminum Company

     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 was  due  within
two  years.   In December of 1998, the Company extended  the  due
date  on  the  $60 million payment until September 1,  1999.   In
accordance  with the purchase agreement and subsequent extension,
the  purchaser  has the right to return Golden  Aluminum  to  the
Company  before September 1, 1999 in discharge of the $60 million
obligation.  The initial payment of $10 million is nonrefundable.

      The historical operating results and the estimated loss  on
the  sale of Golden Aluminum have been segregated as discontinued
operations on the accompanying Consolidated Income Statement  for
the  years  ended  December  31,  1997  and  1996.   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  for
the years ended December 31, 1997 and 1996.

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

                                 1997       1996
                              -------   --------
Net sales                     $38,995   $168,446
                              =======   ========
Loss from operations before
  income taxes                   $---    ($8,033)
Income tax benefit                ---      3,000
                              -------   --------
Loss from operations              ---     (5,033)
                                               
Loss on disposal before
  income taxes                    ---   (124,700)

Loss on operations during                      
  disposition period before                    
  income taxes                    ---    (30,300)
Income tax benefit                ---     56,600
                              -------   --------
Net loss                         $---  ($103,433)
                              =======   ========
Per basic share of common                      
stock:
  Loss from operations           $---     ($0.18)
  Loss on disposal                ---      (3.53)
                              -------   --------
Net loss per basic share         $---     ($3.71)
                              =======   ========
Per diluted share of common                    
stock:
  Loss from operations           $---     ($0.18)
  Loss on disposal                ---      (3.45)
                              -------   --------
Net loss per diluted share       $---     ($3.63)
                              =======   ========


Note 4.  Asset Impairment and Restructuring Charges

      Asset Impairment Charges

      The  Company  recorded  a  total of  $31.2  million,  $16.6
million,  and $32.2 million in asset impairment charges in  1998,
1997,  and  1996,  respectively.   Goodwill  accounted  for  $5.5
million  of  the 1998 charge.  The remainder of the  1998  charge
consisted of fixed asset impairments.  The 1997 and 1996  charges
consisted entirely of fixed asset impairments.

     Graphic  Packaging: Graphic Packaging recorded $18.5 million
in  asset  impairment  charges in  1998.   Deterioration  of  the
performance  at  certain  facilities  and  increased  competitive
conditions led management to review the carrying amounts of long-
lived   assets  and  goodwill  in  conjunction  with  an  overall
restructuring   plan.    (See   Restructuring   Charges   below.)
Specifically, forecasted operating cash flows did not support the
carrying  amount  of certain long-lived assets  and  goodwill  at
Graphic  Packaging's  Franklin,  Ohio  operation.   In  addition,
management  decided  to  offer for sale  the  Vancouver,  British
Columbia  operation  and  close  a  divisional  office  in  North
Carolina.  Therefore, the long-lived assets and related  goodwill
were written down to their estimated market values.

     Coors  Ceramics: During 1998, Coors Ceramics recorded  $11.8
million  in asset impairment charges.  A $6.2 million charge  was
taken in conjunction with the cancellation of Coors Ceramics' C-4
technology  agreement with IBM.  Changes in the  market  for  C-4
applications  extended  the time frame for  achieving  commercial
sales  beyond  original expectations.  This  lack  of  near  term
commercial sales opportunities, combined with increasing overhead
costs,  prompted  the  Company to negotiate  termination  of  the
agreement with IBM.  Consequently, the Company wrote off the long-
lived  assets associated with this project.  The Company recorded
an  additional  $5.6  million  asset  impairment  charge  at  the
Chattanooga,  Tennessee operation.  Management decided  to  offer
this  operation  for sale as strong offshore competition  in  the
electronic  package  market  made  it  uneconomical  to  have   a
manufacturing   facility  dedicated   to   this   product   line.
Consequently, the long-lived assets of the Chattanooga operations
were written down to their estimated market values.

      Other: The Company recorded net asset impairment charges of
$0.9  million in its Other businesses.  These charges  include  a
$1.0  million  asset impairment charge to write  down  long-lived
assets  of  Solartec,  S.A.,  a  solar  electric  subsidiary   in
Argentina.  Since acquiring Solartec in November 1996,  operating
cash  flows have been below original expectations.  As a  result,
the Company recorded this impairment to reduce the carrying value
of its investment in Solartec to its estimated fair market value.
In addition, the Company recorded a $0.4 million asset impairment
charge  related to the consolidation and outsourcing  of  certain
manufacturing activities at Golden Genesis.  As a result, certain
long-lived assets became impaired and were written down to  their
estimated  market  value.  Also during  1998,  the  Company  sold
certain  equipment  formerly used in  the  biodegradable  polymer
project  for approximately $0.5 million.  These assets  had  been
previously  written off as an asset impairment, so the  resulting
gain  on  sale of these assets was netted against the 1998  asset
impairment charge.

      During  1997,  the Company recorded a $16.6  million  asset
impairment charge when it adopted a plan to limit future  funding
for  the  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  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 the Company's
move from manufacturing to solar electric distribution.
     
     Restructuring Charges
     
     The  Company  recorded restructuring charges  totaling  $2.0
million, $5.3 million, and $2.4 million in 1998, 1997, and  1996,
respectively.  The following table summarizes accruals related to
these restructuring charges:

                                 Corn
                  Biodegradable Syrup  Graphic   Graphic      
                   Polymer Exit  Exit Packaging Packaging     
(In millions)          Plan      Plan Corporate Operations Other 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             (0.5)     (1.4)    (0.2)      ---    (1.8)  (3.9)
Non-cash expenses      ---       ---     (0.2)      ---     ---   (0.2)
                     -----     -----    -----    ------   -----  -----
Balance,
 December 31, 1997     0.4       0.9      1.7       ---     ---    3.0

1998 restructuring
  charges              ---      (0.8)     ---       2.8     ---    2.0
Cash paid             (0.4)     (0.1)    (1.7)     (1.0)    ---   (3.2)
                     -----     -----    -----    ------   -----  -----
Balance,                                                                 
 December 31, 1998    $---      $---     $---      $1.8    $---   $1.8
                     =====     =====    =====    ======   =====  =====

      Graphic  Packaging: During 1998, the Company  instituted  a
restructuring   plan   related  to  certain   Graphic   Packaging
operations  and  recorded $2.8 million in restructuring  charges.
This  plan included the consolidation and realignment of  certain
administrative functions and the downsizing of its Franklin, Ohio
operation.    This   plan   resulted  in   the   elimination   of
approximately  20  administrative and 65 manufacturing  positions
with related severance costs of approximately $2.5 million.  This
plan also included approximately $0.3 million in other exit costs
related  to the closure of a divisional office in North Carolina.
The  Company  made cash payments of $1.0 million  in  the  fourth
quarter  of  1998 and expects to make the remaining cash  outlays
and complete this restructuring plan in the first half of 1999.

      In  December  1997, the Company recorded  a  $2.1  million
charge related to the closure of the Graphic Packaging corporate
offices  in  Wayne,  Pennsylvania.   This  closure  resulted  in
severance   and   outplacement  costs  of   $1.1   million   for
approximately  22  administrative employees.  The  Company  made
cash  payments of $1.7 million and $0.2 million related to  this
plan in 1998 and 1997, respectively.

      Other: During 1997, the Company eliminated 40 research and
administrative positions and recorded approximately $0.9 million
in severance and outplacement costs related to the biodegradable
polymer project.  The Company made cash outlays of approximately
$0.4  million and $0.5 million related to this plan in 1998  and
1997, respectively.

      The  Company adopted a plan to exit the high-fructose  corn
syrup  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.   The Company  made  approximately  $0.1
million and $1.4 million in cash outlays related to this plan  in
1998 and 1997, respectively.  In the fourth quarter of 1998,  the
Company  determined that the liability remaining  for  this  exit
plan was not required.  Accordingly, the remaining liability  was
reversed and netted against the 1998 restructuring charges.

     In 1996, the Company recorded $2.4 million in restructuring
charges related to certain management realignments made  in  the
solar   electric   distribution  business   resulting   in   the
elimination of 16 administrative positions.  Approximately  $1.8
million  and $0.2 million was paid for severance and other  exit
costs related to this charge in 1997 and 1996, respectively.


Note 5.  Indebtedness

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

                                                           
                                                  1998       1997
                                              --------   --------
7.8% unsecured notes due November 1, 1999     $ 70,000   $ 70,000
8.1% unsecured notes due November 1, 2001       30,000     30,000
7.2% unsecured notes due 2000 through 2006      45,000          -
7.0% unsecured notes due 1999 through 2003      47,500          -
Revolving credit facilities due through 2000   126,800          -
                                              --------   --------
  Total debt                                   319,300    100,000
Less current maturities                         86,300          -
                                              --------   --------
  Total long-term debt                        $233,000   $100,000
                                              ========   ========

     In  January  1998,  the Company assumed  $45  million,  7.2%
unsecured  notes and $47.5 million, 7.0% unsecured notes  through
its  acquisition of Britton. (See Note 2.)  The $45 million notes
are  payable in $6.4 million installments from 2000 through 2006.
The  $47.5 million notes are payable in $9.5 million installments
from 1999 through 2003.
     
     In  November 1998, the Company established an unsecured $250
million,  two-year revolving credit facility.   The  Company  may
extend this facility for two additional one-year periods with the
consent of the participating banks.  Amounts borrowed under  this
facility   bear  interest  under  various  pricing  alternatives,
including (i) LIBOR plus a spread depending on the Company's debt
ratings or (ii) a competitive money market auction.  In addition,
the  Company pays a commitment fee on the amount of the facility.
As  a condition of making this facility available, the Company is
required  to  comply  with  certain  financial  and  nonfinancial
covenants.   As  of  December  31,  1998,  the  Company  was   in
compliance  with  all  required covenants,  and  there  was  $120
million  outstanding under this facility at an interest  rate  of
6.1%.
     
     The Company also had $6.8 million outstanding at December
31, 1998 under an uncommitted revolving credit facility bearing
interest at 6.4%.


Note 6.  Fair Value of Financial Instruments

       The  fair  value  of  cash  and  cash  equivalents,  notes
receivable, and current maturities of long-term debt approximates
carrying   value   because  of  the  short  maturity   of   these
instruments.  The fair value of the Company's long-term  debt  is
estimated  based on the current rates offered to the Company  for
debt  of  the  same remaining maturity and credit  quality.   The
carrying  amount and fair value of the Company's long-term  debt,
in thousands, at December 31 is as follows:

                                            1998        1997
                                          --------    --------
  Carrying value of long-term debt        $233,000    $100,000
  Estimated fair value of long-term debt  $237,000    $104,000

      The  Company  has  entered  into  contracts  to  hedge  the
underlying interest rate on $175 million of anticipated long-term
borrowings  at an average risk-free rate of approximately  5.78%.
These  contracts  expire on November 1, 1999 by  which  time  the
Company  expects  to  complete the anticipated  borrowings.   The
Company  has  accounted  for  the  contracts  as  hedges  of   an
anticipatory borrowing and, as such, the contracts are not marked
to  market  and any gain or loss upon settlement will  be  netted
with  the underlying cost of borrowing.  As of December 31, 1998,
the   unrecognized  loss  associated  with  these  contracts  was
approximately $15 million based upon a valuation performed by the
banks  issuing the contracts.  The Company is exposed  to  credit
loss  in the event of nonperformance by the commercial banks that
issued  the  interest rate contracts.  However, the Company  does
not anticipate nonperformance by these banks.

      The  Company utilizes foreign 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  unrecognized gains related to foreign  currency
contracts  at  December 31, 1998 and 1997 were $0.2  million  and
$0.5 million, respectively.


Note 7.  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, 1998,  under
noncancelable operating leases with terms exceeding one year, are
as follows:

     1999                           $3,961
     2000                            3,406
     2001                            2,906
     2002                            1,943
     2003 and thereafter             2,352
                                   -------
           Total                   $14,568
                                   =======

      Operating  lease rentals for warehouse, production,  office
facilities, and equipment amounted to $3.5 million in 1998,  $5.5
million in 1997, and $6.2 million in 1996.


Note 8.  Income Taxes

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

                                     Years Ended December 31,
(In thousands)                        1998      1997      1996
                                   -------   -------   -------
Domestic                           $37,717   $39,547   $14,694
Foreign                             (2,152)    6,569     7,715
                                   -------   -------   -------
Income from continuing operations                               
  before income taxes              $35,565   $46,116   $22,409
                                   =======   =======   =======

                                                               
      The provision for income taxes included the following:
                                               
                                     Years Ended December 31,
(In thousands)                     1998       1997       1996
                                -------    -------    -------
Current provision:                                             
  Federal                        $2,781       $---     $3,524
  State                           2,826      2,723      2,995
  Foreign                         2,671      3,727      2,941
                                -------    -------    -------
  Total current tax expense       8,278      6,450      9,460

Deferred provision:
  Federal                         8,568     10,965    (53,640)
  State                            (931)     1,278     (4,254)
  Foreign                        (1,615)      (293)      (166)
                                -------    -------    -------
  Total deferred tax
    expense (benefit)             6,022     11,950    (58,060)
                                -------    -------    -------
Total income tax expense
    (benefit)                   $14,300    $18,400   ($48,600)
                                =======    =======    =======

     The provision for income taxes included in the Consolidated
Income Statement is as follows:
                                               
                                    Years Ended December 31,
(In thousands)                     1998       1997       1996
                                -------    -------    -------
Continuing operations           $14,300    $18,400    $11,000
Discontinued operations             ---        ---    (59,600)
                                -------    -------    -------
  Total expense (benefit)       $14,300    $18,400   ($48,600)
                                =======    =======    =======

     Temporary  differences  that  gave  rise  to  a  significant
portion of deferred tax assets (liabilities) at December 31, 1998
and 1997, were as follows:

(In thousands)                                1998       1997
                                          --------   --------
Depreciation and other property related   ($36,295)  ($14,490)
Amortization of intangibles                  4,963      2,636
Pension and employee benefits               21,215     17,702
Tax credits                                  7,028     15,811
Capitalized interest                           468       (905)
Inventory                                    3,714      2,194
Accruals                                    13,992     11,115
Currently nondeductible net operating                           
  losses                                     3,708      3,582
All other                                      157        911
                                           -------    -------
  Gross deferred tax asset                  18,950     38,556
Less valuation allowance                     4,284      5,555
                                           -------    -------
  Net deferred tax asset                   $14,666    $33,001
                                           =======    =======

     The   valuation  allowance  for  deferred  tax  assets   was
decreased  by $1.3 million in 1998 and increased by $3.8  million
in   1997.    The   valuation  allowance  relates  primarily   to
uncertainty  surrounding  the ultimate deductibility  of  capital
loss  carryforwards  and  net  operating  loss  carryforwards  of
acquired subsidiaries.

     Approximately   $8.8   million   of   net   operating   loss
carryforwards  from subsidiaries, which are not consolidated  for
tax  purposes,  remain at December 31, 1998.   The  carryforwards
expire in years 2000 through 2014.

      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,
                                    1998    1997    1996
                                   -----   -----   -----
Expected tax rate                  35.0%   35.0%   35.0%
State income taxes (net of
  federal benefit)                  4.2%    4.6%    7.1%
Nondeductible expenses and losses   9.7%    1.7%    9.6%
Foreign tax expense (net of                             
  federal benefit)                  0.0%    0.8%    0.3%
Change in deferred tax asset                            
  valuation allowance              (3.5%)   1.2%    7.6%
Benefit of Foreign Sales                                
  Corporation                      (1.7%)   0.0%    0.0%
Research and development and                            
  other tax credits                (3.9%)  (4.3%) (12.1%)
Other - net                         0.4%    0.9%    1.6%
                                   -----   -----   -----
  Effective tax rate               40.2%   39.9%   49.1%
                                   =====   =====   =====

      The  Internal  Revenue  Service  (IRS)  has  completed  its
examination  of the Company's federal income tax returns  through
1995.   The  IRS  is currently reviewing the federal  income  tax
returns  for  1996  and  1997.   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 $14.7 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 9.  Stock Compensation

     The  Company has an equity incentive plan that provides  for
the  granting  of nonqualified 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 award 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.

     Stock option activity for the three years ended December 31,
were as follows:

                          1998              1997              1996
                      ---------------   ---------------   ---------------
                             Weighted          Weighted          Weighted
                             Average           Average           Average
                             Exercise          Exercise          Exercise
(Shares in thousands) Shares Price      Shares Price      Shares Price
                      ------ --------   ------ --------   ------ --------
Options outstanding                                                     
  at January 1         2,616   $16.78    2,788   $15.96    2,374   $16.08
Granted                  476   $23.19      404   $20.92      479   $15.29
Exercised               (148)  $15.33     (375)  $14.83      (29)  $12.75
Expired or forfeited    (272)  $18.94     (201)  $17.31      (36)  $17.36
                      ------ --------   ------ --------   ------ --------
Options outstanding                                                     
  at December 31       2,672   $17.80    2,616   $16.78    2,788   $15.96
                      ====== ========   ====== ========   ====== ========
Exercisable at                                                          
  December 31          1,964   $16.37    1,731   $15.75    1,593   $15.33
                      ====== ========   ====== ========   ====== ========
Available for                                                   
  future grant         1,529             1,173               806
                      ======            ======            ======
                                                                
     
     The following table summarizes information about stock
options outstanding at December 31, 1998:

(Shares in                                                 
  thousands)           Options Outstanding          Options Exercisable
--------------------------------------------------  --------------------
                               Weighted                             
                               Average    Weighted              Weighted
                              Remaining   Average               Average
Range of           Options   Contractual  Exercise    Options   Exercise
Exercise Prices  Outstanding     Life      Price    Exercisable  Price
--------------------------------------------------  --------------------
$10.14 to $16.56         956   3.8 years    $13.31          861   $13.24
$16.88 to $18.50         923   5.2 years    $18.43          872   $18.44
$19.06 to $27.06         793   8.4 years    $22.49          231   $20.19
--------------------------------------------------  --------------------
$10.14 to $27.06       2,672   5.6 years    $17.80        1,964   $16.37
==================================================  ====================

     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 $2.0 million,  $1.7
million,  and  $2.2  million would have been recorded  for  1998,
1997,  and 1996, respectively.  Net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

                                   1998     1997      1996
                                 -------  -------  --------
Net income (loss) in thousands:
   As reported                   $21,265  $27,716  ($92,024)
   Pro forma                     $20,065  $26,683  ($93,411)
Earnings (loss) per                                
 share - basic:
   As reported                     $0.75    $0.99    ($3.30)
   Pro forma                       $0.70    $0.95    ($3.35)
Earnings (loss) per                                
 share - diluted:
   As reported                     $0.73    $0.96    ($3.23)
   Pro forma                       $0.69    $0.92    ($3.28)


     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 28.1% in 1998, 23.2% in 1997, and 22.6%  in  1996;
(3)  risk-free interest rate ranging from 4.7% to 5.2%  in  1998,
5.3%  to 5.7% in 1997, and 5.2% to 6.8% in 1996; and (4) expected
life  of 3 to 6.36 years in 1998, 3 to 6.23 years in 1997, and  3
to 6.37 years in 1996.  The weighted average per share fair value
of  options granted during 1998, 1997, and 1996 was $7.42, $6.47,
and $5.16, respectively.


Note 10.  Pension and Other Postretirement Benefit 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  minimum
funding standards required by the internal revenue code nor  more
than  the maximum amount that can be deducted for federal  income
tax purposes.

      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.  The amount the retiree pays
is  based  on  age and service at the time of retirement.   These
plans are not funded.

      The Company acquired Britton on January 14, 1998, including
its pension and postretirement benefit plans.


                              Pension Benefits      Other Benefits
                                 1998     1997       1998     1997
                             -------- --------    -------  -------
Change in benefit                                                  
  obligation
  Benefit obligation at                                            
    beginning of year        $130,853 $118,505    $19,816  $20,700
  Service cost                  4,668    4,235        569      723
  Interest cost                10,105    9,620      1,301    1,500
  Amendments                      ---      ---       (520)     ---
  Actuarial loss (gain)         5,448    5,778         (5)  (2,625)
  Acquisitions                 10,188      ---        ---      ---
  Benefits paid                (4,600)  (7,285)    (1,030)    (482)
                             -------- --------    -------  -------
  Benefit obligation at
    end of year               156,662  130,853     20,131   19,816
                             -------- --------    -------  -------
Change in plan assets                                              
  Fair value of plan assets                                        
    at beginning of year      112,630   97,308        ---      ---
  Actual return on plan                                            
    assets                      2,217   18,740        ---      ---
  Acquisitions                  9,411      ---        ---      ---
  Company contributions           543      500        ---      ---
  Benefits paid                (4,282)  (3,918)       ---      ---
                             -------- --------    -------  -------
  Fair value of plan assets                                        
    at end of year            120,519  112,630        ---      ---
                             -------- --------    -------  -------
  Funded status               (36,143) (18,223)   (20,131) (19,816)
  Unrecognized actuarial                                           
    loss (gain)                18,172    3,432     (3,914)  (3,524)
  Unrecognized prior                                               
    service cost                5,834    6,392     (3,607)  (3,988)
                             -------- --------   -------- --------
Accrued benefit cost         ($12,137) ($8,399)  ($27,652)($27,328)
                             ======== ========   ======== ========
Amounts recognized in the                                          
  Consolidated Balance
  Sheet consist of:
  Accrued benefit liability  ($16,943) ($8,399)  ($27,652)($27,328)
  Intangible asset              3,659      ---        ---      ---
  Accumulated other                                                
    comprehensive income        1,147      ---        ---      ---
                             -------- --------   -------- --------
Net amount recognized        ($12,137) ($8,399)  ($27,652)($27,328)
                             ======== ========   ======== ========
Weighted average                                                   
  assumptions at year end
    Discount rate               6.80%    7.25%      6.80%     7.25%
    Expected return on plan                                          
      assets                    9.75%    9.75%
    Rate of compensation                                             
      increase                  4.30%    4.75%

     It  is  the Company's policy to amortize unrecognized  gains
and  losses in excess of 10% of the larger of plan assets and the
projected  benefit obligation (PBO) over the expected service  of
active  employees  (12-15 years).  However, in  cases  where  the
accrued  benefit liability exceeds the actual unfunded  liability
by  more  than 20% of the PBO, the amortization period is reduced
to 5 years.
     
     For measurement purposes, a 7.5% annual rate of increase in
the per capita cost of covered health care benefits was assumed
for 1998.  The rate was assumed to decrease by 0.5% per annum to
4.25% and remain at that level thereafter.

                       Pension Benefits            Other Benefits
                      1998    1997     1996      1998    1997    1996
                    ------ ------- --------    ------   -----   -----
Components of net                                                   
  periodic
  benefit cost
Service cost        $4,668  $4,235   $4,196      $569    $723    $891
Interest cost       10,105   9,620    8,331     1,301   1,500   1,452
Expected return                                                     
  on plan assets    (2,092)(18,497) (14,172)      ---     ---     ---
Amortization of                                                     
  prior service                                                    
  cost                 671     658      347      (902)   (352)   (359)
Recognized                                                          
  actuarial loss                                                   
  (gain)            (8,464) 10,502    7,940    (1,120) (2,180)    (69)
                    ------  ------  -------    ------  ------  ------
Net periodic                                                        
  benefit cost      $4,888  $6,518   $6,642     ($152)  ($309) $1,915
                    ======  ======  =======    ======  ======  ======

      Assumed  health  care cost trend rates have  a  significant
effect on the amounts reported for the health care plans.  A one-
percentage-point change in assumed health care cost  trend  rates
would have the following effects:

                                       1% Point  1% Point
                                       Increase  Decrease
                                       --------  -------- 
Effect on total of services and                          
  interest cost components                  416       387
Effect on postretirement benefit                         
  obligation                              1,263     1,189


Note 11.  Related Party Transactions

      On  December 28, 1992, the Company was spun off from Adolph
Coors  Company  (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   with  Coors  Brewing  Company  (Coors  Brewing),   a
subsidiary  of ACCo, for the sale of packaging, aluminum,  starch
products,  and  the  resale of brewery byproducts.   The  initial
agreements  had a stated term of five years and have resulted  in
substantial  revenues to the Company.  The Company  continues  to
sell  packaging  products  to Coors Brewing.   Additionally,  the
Company  sold aluminum products and refined corn starch to  Coors
Brewing  until the disposition of these businesses  on  March  1,
1997 and January 31, 1999, respectively.

      In 1998, the supply agreement between Graphic Packaging and
Coors  Brewing  was  renegotiated.  The new  five-year  agreement
includes   stated   quantity  commitments  and  requires   annual
repricing.   In addition, this contract provides for a three-year
extension to be negotiated by 2000.  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 12.1%, 15.5%, and  16.7%  of
the  Company's consolidated net sales for 1998, 1997,  and  1996,
respectively.  Included in the results of discontinued operations
are  sales of aluminum products to Coors Brewing of $3.2  million
and  $25.9 million for 1997, and 1996, 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.


Note 12.  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 and/or its subsidiaries are named as defendants
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 all of these cases, the
Company  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 that would materially affect the Company's  financial
position or results of operations.

      The  Company has been sued for breach of a supply agreement
to  purchase thermal energy.  Although the outcome of any lawsuit
is  uncertain, in management's opinion this suit will not  result
in   liabilities  that  would  materially  affect  the  Company's
financial position or results of operations.

     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.  Colorado State environmental  authorities  are
seeking  clean up of soil and ground water contamination  from  a
subsequent owner.  Although Coors Ceramics does not believe it is
responsible  for  the contamination or the cleanup,  the  parties
agreed  to  a remediation plan.  Coors Ceramics will  manage  the
remediation and, after the first $500,000 in expenses,  pay  from
10  to 15 percent of the additional remediation costs.  There  is
no estimate of potential clean up costs, although management does
not believe it will be material.

      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
including  investigation and sampling.  There is no  estimate  of
potential clean up costs, although management does not believe it
will be material.

     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 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  or 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.

     In addition, the Company has received demands arising out of
alleged contamination of various properties currently or formerly
owned  by  the Company.  In management's opinion, none  of  these
claims will result in liability that would materially affect  the
Company's financial position or results of operations.


Note 13.  Segment Information

     The Company's reportable segments are based on its method of
internal  reporting, which is based on product  category.   Thus,
the Company's reportable segments are Packaging and Ceramics.  In
addition,  the  Company owns a majority interest in  a  group  of
solar  electric distribution companies and, prior to March  1999,
operated  several technology-based businesses.  These  operations
are included in the Other segment.

     The  accounting  policies of the segments are  the  same  as
those described in Note 1 and there are generally no intersegment
transactions.   The  Company evaluates  the  performance  of  its
segments  and  allocates  resources to them  based  primarily  on
operating income.

     The   table  below  summarizes  information  about  reported
segments as of and for the years ended December 31:

                       Operating  Depreciation
                  Net    Income       and                   Capital
(In thousands)   Sales    (Loss)  Amortization   Assets   Expenditures
               -------- --------  ------------  --------  ------------
1998                                                      
                                                               
Packaging      $623,852  $38,232     $35,924    $539,039     $47,498
Ceramics        296,614   28,886      19,977     248,970      26,891
Other            67,925   (3,047)      1,270      56,905       3,384
               --------  -------     -------    --------     -------
 Segment total  988,391   64,071      57,171     844,914      77,773
Corporate           ---   (8,941)        336     116,291         690
               --------  -------     -------    --------     -------
 Consolidated                                               
  total        $988,391  $55,130     $57,507    $961,205     $78,463
               ========  =======     =======    ========     =======
1997                                                      
                                                               
Packaging      $365,123  $42,655     $20,211    $210,024     $18,022
Ceramics        304,824   48,249      18,664     261,471      28,812
Other            61,138  (31,186)      3,451      81,443       9,068
               --------  -------     -------    --------     -------
 Segment total  731,085   59,718      42,326     552,938      55,902
Corporate           ---  (10,177)        337     148,258         311
               --------  -------     -------    --------     -------
 Consolidated
  total        $731,085  $49,541     $42,663    $701,196     $56,213
               ========  =======     =======    ========     =======
1996                                                      
                                                               
Packaging      $346,547  $41,048     $19,959    $205,705     $13,314
Ceramics        276,352   44,204      16,159     214,635      30,291
Other            89,481  (48,447)      5,757     104,138      12,558
               --------  -------     -------    --------     -------
 Segment total  712,380   36,805      41,875     524,478      56,163
Corporate           ---   (8,169)        341      35,662         327
Discontinued                                                   
 operations         ---      ---       7,307     116,552       1,036
               --------  -------     -------    --------     -------
 Consolidated
  total        $712,380  $28,636     $49,523    $676,692     $57,526
               ========  =======     =======    ========     =======

     Corporate assets for 1998 and 1997 consist primarily of  cash,
a note receivable from the sale of Golden Aluminum, deferred taxes,
and  certain  properties.  The 1997 and 1996 operating  losses  for
Other  relate  primarily  to  asset  impairment  and  restructuring
charges.  (See Note 4.)
     
     The following is net sales and long-lived asset information by
geographic area as of and for the year ended December 31:

                  Net      Long-Lived
(In thousands)   Sales     Assets
                --------   ----------
1998                              
                                  
United States   $851,010     $553,209
Canada            65,525       34,813
Other             71,856        6,551
                --------     --------
  Total         $988,391     $594,573
                ========     ========
1997                              
                                  
United States   $582,067     $274,710
Canada            68,616       34,619
Other             80,402        6,833
                --------     --------
  Total         $731,085     $316,162
                ========     ========
1996                              
                                  
United States   $578,106     $326,088
Canada            56,966       38,187
Other             77,308        2,968
                --------     --------
  Total         $712,380     $367,243
                ========     ========


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, 1998:

1998                      First    Second     Third    Fourth      Year
                       --------  --------  --------  --------  --------
Net sales              $236,733  $257,326  $248,019  $246,313  $988,391
Cost of goods sold      188,065   204,334   205,266   196,281   793,946
                       --------  --------  --------  --------  --------
Gross profit             48,668    52,992    42,753    50,032   194,445
                                                                     
Selling, general                                                 
 and administrative
 expenses                27,870    27,086    24,971    26,178   106,105
Asset impairment
 and restructuring
 charges                  7,238       ---    25,482       490    33,210
                       --------  --------  --------  --------  --------
Operating income(loss)   13,560    25,906    (7,700)   23,364    55,130
                                                                     
Other income(expense):                                              
 Interest expense        (5,625)   (6,727)   (6,791)   (6,452)  (25,595)
 Interest income          1,251     1,469     1,477     1,257     5,454
 Miscellaneous-net         (147)      207       508         8       576
                       --------  --------  --------  --------  --------
Income before income                                                 
 taxes                    9,039    20,855   (12,506)   18,177    35,565
                                                                     
Income tax expense                                                   
 (benefit)                3,600     8,300    (5,000)    7,400    14,300
                       --------  --------  --------  --------  --------
Net income(loss)         $5,439   $12,555   ($7,506)  $10,777   $21,265
                       ========  ========  ========  ========  ========
Net income(loss)
 per basic share          $0.19     $0.44    ($0.26)    $0.38     $0.75
                       ========  ========  ========  ========  ========
Net income(loss)
 per diluted share        $0.19     $0.43    ($0.26)    $0.37     $0.73
                       ========  ========  ========  ========  ========

                                                                     
1997                      First    Second     Third    Fourth      Year
                       --------  --------  --------  --------  --------
Net sales              $173,458  $186,777  $186,458  $184,392  $731,085
Cost of goods sold      131,860   140,370   140,571   139,673   552,474
                       --------  --------  --------  --------  --------
Gross profit             41,598    46,407    45,887    44,719   178,611
                                                                     
Selling, general                                                 
 and administrative
 expenses                26,696    28,468    25,798    26,228   107,190
Asset impairment
 and restructuring
 charges                  2,280       ---    17,500     2,100    21,880
                       --------  --------  --------  --------  --------
Operating income         12,622    17,939     2,589    16,391    49,541
                                                                     
Other income(expense):                                              
 Interest expense        (2,122)   (2,109)   (2,210)   (2,225)   (8,666)
 Interest income            967     1,499     1,596     1,626     5,688
 Miscellaneous-net           26       260      (269)     (464)     (447)
                       --------  --------  --------  --------  --------
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
                       ========  ========  ========  ========  ========

See Note 4 for detail on asset impairment and restructuring
charges for 1998 and 1997.


                           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
               Beginning   costs and   Other   Deductions   at end
                of Year     expenses    (1)       (2)      of year
               ---------   ---------   -----   ----------  -------
Year Ended                                                    
December 31,
  1996            $2,724      $1,272    ($30)     ($931)    $3,035
  1997            $3,035      $1,430     $60    ($1,424)    $3,101
  1998            $3,101      $2,035    $850    ($2,008)    $3,978


(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 1999 Annual Meeting of Shareholders.

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

      Jeffrey  H. Coors, 54, President of the Company  since  its
formation  in August 1992.  President of Graphic Packaging  since
June   1997   and  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.

      Joseph  Coors, Jr., 57, President of the Company since  its
formation  in  August  1992;  Chief Executive  Officer  of  Coors
Ceramics since March 1997, President of Coors Ceramics from March
1997  to October 1998, and Chairman of Coors Ceramics since 1989;
Chairman  of  Golden Aluminum from 1993 to 1997;  Executive  Vice
President of ACCo from 1991 to 1992; President of Coors  Ceramics
from  1985  to 1993; also a Director of Hecla Mining Company  and
Golden Genesis Company.

     Jed J. Burnham, 54, 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 Golden Genesis Company since November
1996.

      Jill B. W. Sisson, 51, 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,  38, 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     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 16, 1998, 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     Amendment to Stock Purchase Agreement among Golden
          Aluminum Company, Crown Cork & Seal, Inc. and ACX
          Technologies, Inc.
 10.3     Credit Agreement among ACX Technologies, Inc.,
          Wachovia Bank, N.A., as agent, and other financial
          institutions party thereto.  (Incorporated by
          reference to Exhibit 10.1 to Form 8-K filed on
          December 23, 1998.)
 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)
 21       Subsidiaries of Registrant
 23       Consent of PricewaterhouseCoopers 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 23, 1998, the Company filed a Current Report on
Form  8-K  regarding the Company's two-year, $250 million  credit
agreement with a group of financial institutions.

       On November 2, 1998, the Company filed a Current Report on
Form  8-K  regarding  the Company's supply agreement  with  Coors
Brewing Company.



                           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 24, 1999               By/s/Jeffrey H. Coors
                                    ------------------------------
                                         Jeffrey H. Coors
                                         President

Date:  March 24, 1999               By/s/Joseph Coors, Jr.
                                    ------------------------------
                                         Joseph Coors, Jr.
                                         President

Date:  March 24, 1999               By/s/Jed J. Burnham
                                    ------------------------------
                                         Jed J. Burnham
                                         Chief Financial Officer
                                         and Treasurer

Date:  March 24, 1999               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 24, 1999               By/s/William K. Coors
                                    ------------------------------
                                         William K. Coors
                                         Chairman of the Board
                                         of Directors and Director

Date:  March 24, 1999               By/s/John D. Beckett
                                    ------------------------------
                                         John D. Beckett
                                         Director

Date:  March 24, 1999               By/s/Jeffrey H. Coors
                                    ------------------------------
                                         Jeffrey H. Coors
                                         Principal Executive
                                         Officer and Director

Date:  March 24, 1999               By/s/John K. Coors
                                    ------------------------------
                                         John K Coors
                                         Director

Date:  March 24, 1999               By/s/Joseph Coors, Jr.
                                    ------------------------------
                                         Joseph Coors, Jr.
                                         Principal Executive
                                         Officer and Director

Date:  March 24, 1999               By/s/Richard P. Godwin
                                    ------------------------------
                                         Richard P. Godwin
                                         Director

Date:  March 24, 1999               By/s/John H. Mullin, III
                                    ------------------------------
                                         John H. Mullin, III
                                         Director

Date:  March 24, 1999               By/s/James K. Peterson
                                    ------------------------------
                                         James K. Peterson
                                         Director

Date:  March 24, 1999               By/s/John Hoyt Stookey
                                    ------------------------------
                                         John Hoyt Stookey
                                         Director