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, 1999
                               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.)

   4455 Table Mountain Drive,  Golden, Colorado     80403
     (Address of principal executive offices)     (Zip Code)

                         (303) 215-4600
      (Registrant's telephone number, including area code)

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

                       Title of each class
                              None

            Name of each exchange on which registered
                              None

   Securities registered pursuant to Section 12(g) of the Act:
                   $.01 par value Common Stock
                        (Title of class)

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

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

   As  of  March 22, 2000, there were 28,777,284 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 $67,594,023.

DOCUMENTS INCORPORATED BY REFERENCE
  Registrant's Proxy Statement filed in connection with the 2000
Annual Meeting of Shareholders is incorporated by reference into
Part III.



                     ACX TECHNOLOGIES, INC.
                   Annual Report on Form 10-K
                        December 31, 1999


                        TABLE OF CONTENTS



                                                             Page
                                                              No.
PART I

Item 1.        Business                                        3
Item 2.        Properties                                     10
Item 3.        Legal Proceedings                              11
Item 4.        Submission of Matters to a Vote of Security
               Holders                                        11


PART II

Item 5.        Market for the Registrant's Common Stock
               and Related Stockholder Matters                12
Item 6.        Selected Financial Data                        13
Item 7.        Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                     14
Item 7A.       Quantitative and Qualitative Disclosures
               About Market Risk                              27
Item 8.        Financial Statements and Supplementary Data    28
Item 9.        Changes in and Disagreements with
               Accountants on Accounting and Financial
               Disclosure                                     60


PART III

Item 10.       Directors and Executive Officers of the
               Registrant                                     60
Item 11.       Executive Compensation                         60
Item 12.       Security Ownership of Certain Beneficial
               Owners and Management                          60
Item 13.       Certain Relationships and Related
               Transactions                                   60


PART IV

Item 14.       Exhibits, Financial Statement Schedules
               and Reports on Form 8-K                        61






                     ACX TECHNOLOGIES, INC.

    Unless the context indicates otherwise, 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),
Golden   Technologies   Company,  Inc.   and   its   subsidiaries
(collectively  referred  to as Golden  Technologies)  and  Golden
Aluminum  Company and its subsidiaries (collectively referred  to
as Golden Aluminum) included prior to March 1997, and from August
23  through November 5, 1999.  On December 31, 1999, the  Company
spun-off   Coors   Porcelain   Company   and   its   subsidiaries
(collectively referred to as CoorsTek).  Unless otherwise  noted,
references to the Company exclude CoorsTek.


                             PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

      The  Company's principal executive offices are  located  at
4455 Table Mountain Drive, Golden, Colorado 80403.  The Company's
telephone number is (303) 215-4600.

       The   Company,  through  its  primary  subsidiary  Graphic
Packaging,  is  a  manufacturer of  packaging  products  used  by
consumer product companies as primary packaging for their end-use
products.   The Company's strategy is to maximize its competitive
position  and growth opportunities in its core business,  folding
cartons.   Toward  this  end, over the  past  several  years  the
Company  has  acquired two significant folding carton  businesses
and  has  disposed  of  several  noncore  businesses  and  under-
performing assets.

     The Company was incorporated in Colorado in August 1992 as a
holding  company  for  the  packaging,  ceramics,  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's stock.   The
Company's   initial   years  of  operation  included   packaging,
ceramics, aluminum and various developmental businesses.  Through
various   acquisitions,  divestitures,  a  spin-off   and   other
transactions,  the Company is now strategically  focused  on  the
folding carton segment of the packaging industry.

     To  better reflect the nature of the Company's new  business
focus,  the  Company changed its ticker symbol on  the  New  York
Stock  Exchange to "GPK" and is asking shareholders  to  formally
change  the  Company's  name to Graphic  Packaging  International
Corporation at its May 2000 annual shareholders' meeting.

     CoorsTek Spin-Off

     Effective December 31, 1999, ACX Technologies distributed to
its shareholders all the outstanding common stock of CoorsTek  in
a  tax-free  spin-off transaction.  One share of CoorsTek  common
stock  was  distributed for every four shares of ACX Technologies
common  stock owned.  The tax basis allocation of costs  for  ACX
Technologies  shares acquired pre-spin off is:   ACX  55.56%  and
CoorsTek 44.44%.

     Recent Acquisitions

      On  August  2, 1999, the Company purchased the  Fort  James
packaging  business, which included 12 folding carton  converting
operations  located  throughout  North  America  and  a  recycled
paperboard  mill  located in Kalamazoo, Michigan  (the  Kalamazoo
Mill)  for approximately $849 million, including working  capital
adjustments  and  acquisition costs.  This business  is  a  major
supplier of folding cartons to leading consumer product companies
for  packaging  food.   The  Kalamazoo Mill  is  currently  being
offered for sale.

     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,   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
(the Plastics Division), which was disposed of by the Company  on
April  20, 1998, operated in the United Kingdom and included  the
extrusion, conversion and printing of polyethylene into films and
bags    for   industrial   customers.    The   Company   realized
consideration of approximately $135 million on the  sale  of  the
Plastics Division.

     Recent Dispositions

     On   September  2,  1999,  the  Company  sold  its  flexible
packaging  plants  for approximately $105 million  in  cash.   On
August  3,  1999 the Company sold its interest in a solar  energy
distribution  business (Golden Genesis Company) for approximately
$21 million in cash, plus a $10 million repayment of intercompany
debt.

     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 $70.0 million, $10.0 million of which was  received
at  closing and $60.0 million of which was due by March 1999.  As
part  of  the  sale,  the buyer had the right  to  return  Golden
Aluminum  to  the Company in discharge of payment  of  the  $60.0
million note.  In December of 1998, the Company extended the  due
date  on the $60.0 million payment until September 1, 1999.   The
initial  payment of $10.0 million was nonrefundable.   On  August
23,  1999, the purchaser returned Golden Aluminum to the Company,
in  accordance with the agreement, and the $60.0 million note was
cancelled.   Golden  Aluminum was subsequently  sold  to  another
buyer on November 5, 1999 for approximately $41 million.

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

     Certain  financial information for the Company's  reportable
segments  is  included  in the following  summary.   Discontinued
operations include the Kalamazoo Mill for the last five months of
1999 and CoorsTek for the years 1999, 1998 and 1997.

                                  Depreciation
                  Net   Operating     And                      Capital
                  Sales    Income Amortization     Assets Expenditures
               -------- --------- ------------ ---------- ------------
1999
Packaging      $786,843   $38,992      $47,834 $1,156,385      $73,707
Other            44,562     2,103          618     19,699        1,568
               --------   -------      ------- ----------      -------
 Segment total  831,405    41,095       48,452  1,176,084       75,275
Corporate           ---   (10,479)         260    225,954           17
Discontinued
 operations,
 net assets         ---       ---       30,283    225,000       16,163
               --------   -------      ------- ----------      -------
 Consolidated
   total        831,405   $30,616      $78,995 $1,627,038      $91,455
               ========   =======      ======= ==========      =======
1998
Packaging      $623,852   $38,232      $35,924   $539,039      $47,498
Other            67,925    (3,047)       1,270     56,905        3,384
               --------   -------      -------  ---------      -------
 Segment total  691,777    35,185       37,194    595,944       50,882
Corporate           ---    (8,941)         336    101,359          690
Discontinued
 operations,
 net assets         ---       ---       19,977    148,719       26,891
               --------   -------      -------  ---------      -------
 Consolidated
   total       $691,777   $26,244      $57,507   $846,022      $78,463
               ========   =======      =======  =========      =======
1997
Packaging      $365,123   $42,655      $20,211   $210,024      $18,022
Other            61,138   (31,186)       3,451     81,443        9,068
               --------   -------      -------  ---------      -------
 Segment total  426,261    11,469       23,662    291,467       27,090
Corporate           ---   (10,177)         337    148,258          311
Discontinued
 operations,
 net assets         ---       ---       18,664    203,155       28,812
               --------   -------      -------   --------      -------
 Consolidated
   total       $426,261    $1,292      $42,663   $642,880      $56,213
               ========   =======      =======  =========      =======

      The  results of the Company's Other business  segment  for
1997,  1998  and 1999 relate primarily to businesses which  have
been sold as of December 31, 1999.

      Corporate  assets  for 1999 consist primarily  of  a  $200
million  note receivable from CoorsTek as a result of the  spin-
off,  and  debt  issuance costs.  In 1998  and  1997,  corporate
assets  include a $60 million note receivable from the  sale  of
Golden Aluminum, deferred taxes and certain properties.

     Certain   financial  information  regarding  the  Company's
domestic  and  foreign operations is included in  the  following
summary, which excludes discontinued operating segments.   Long-
lived  assets include plant, property and equipment,  intangible
assets, and certain other non-current assets.

                  Net      Long-Lived
(In thousands)   Sales       Assets
                --------   ----------
1999

United States   $779,527     $964,880
Canada            51,878        3,689
Other                ---        2,694
                --------   ----------
  Total         $831,405     $971,263
                ========   ==========
1998

United States   $626,715     $401,579
Canada            57,079       34,807
Other              7,983        3,065
                --------   ----------
  Total         $691,777     $439,451
                ========   ==========
1997

United States   $357,795     $118,998
Canada            59,730       34,535
Other              8,736        3,732
                --------   ----------
  Total         $426,261     $157,265
                ========   ==========


(c)  Narrative Description of Operating Segments

Graphic Packaging

     General:  Graphic Packaging develops, manufactures and sells
value-added packaging products used by manufacturers  as  primary
packaging for their end-use products.  Value-added packaging  has
characteristics  such  as  high-impact  graphics;  resistance  to
abrasion, radiant heat and microwave management; and barriers  to
moisture, gas penetration, solvent penetration and leakage.

     Graphic Packaging began business with a single plant in 1974
as  part  of  the vertical integration of Adolph Coors  Company's
beer  business  operated  through its subsidiary,  Coors  Brewing
Company.   Since  that time, Graphic Packaging has  expanded  its
product  capabilities  and  geographic  presence  through   plant
expansions  and  acquisitions.  Sales to  Coors  Brewing  Company
represented less than 13% of net sales in 1999.

     Graphic  Packaging acquired Universal Packaging  in  January
1998  followed  by  the acquisition of the Fort  James  packaging
business  in  August  1999.   These  two  acquisitions  added  18
converting  facilities  and the Kalamazoo Mill  and  complemented
Graphic  Packaging's capabilities with processes such as  web-fed
and sheet-fed printing, electron beam curing of inks and coatings
and  rotary  die cutting.  The acquisitions have allowed  Graphic
Packaging to expand into several new end-use markets and  add  to
its  blue-chip  customer list.  Coincident with the acquisitions,
Graphic Packaging sold several noncore flexible packaging  plants
in  September  1999.  As of December 31, 1999, Graphic  Packaging
operated 23 converting facilities and the Kalamazoo Mill.

     In  December 1999, Graphic Packaging announced its intention
to offer the Kalamazoo Mill for sale as part of its plan to focus
on  its  core  folding carton business.  The  Kalamazoo  Mill  is
included  in  discontinued operations.  Also  in  December  1999,
Graphic  Packaging announced the planned closure of  two  folding
carton  facilities as part of its plan to reduce overhead without
impacting  effective capacity.  See related discussion  regarding
asset   impairment  and  restructuring  charges  in  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations.

     Markets  and  Products:  The fiber-based  product  packaging
industry   includes:  paperboard  packaging  which  consists   of
corrugated  products, folding cartons and rigid fiber  boxes  and
food  service  containers such as disposable clam-shells,  plates
and  cups,  and flexible packaging such as printed and  laminated
bags,  overwraps and labels.  Graphic Packaging competes  in  the
folding carton segment of the industry.

     The  U.S.  folding carton industry is currently an estimated
$8  billion market that experienced an average annual growth rate
from 1987 to 1997 of 2%.  Shipments from 1997 to 1998 declined 1%
and  from  1998 to 1999 were flat.  Over the last several  years,
the major portion of Graphic Packaging's internal growth has come
from  sales  to  Coors Brewing and customers  in  the  detergent,
cereal,  premium bar soap, quick service restaurant  markets  and
promotional packaging.  In addition, the Universal Packaging  and
the  Fort  James  folding  carton business  acquisitions  brought
Graphic  Packaging significant positions in the  dry  and  frozen
food markets.

     In   manufacturing  value-added  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  cartons
is  growing  in  the  toothpaste, promotional  and  other  market
segments.

     In  addition,  Graphic Packaging has been a  leader  in  the
development and marketing of microwave packaging technology.  The
Company's QwikWave[R] susceptor packaging provides  browning  and
crisping  qualities for microwave foods.  This is  made  possible
through  the  use of an ultra thin layer of aluminum  that  heats
directly when exposed to microwave power.  Graphic Packaging  has
added to the QwikWave[R] technology with packaging branded  under
the MicroRite[R] name,  which consists of a  series  of  aluminum
circuits  applied to paperboard that determine power distribution
in  foods.  Interactive foil technology allows controlled heating
that results in conventional oven quality in microwave time.

     Strategy:   Graphic Packaging's strategy is to maintain  its
valued customer relationships and market leadership.  It plans to
continue  to do so by employing capital and resources  to  remain
the   industry's  low-cost  producer  of  folding  cartons  while
continuing   to  invest  in  the  future  through  research   and
development.   Leveraging  its  expanded  sales  force  from  the
acquisitions  of Universal Packaging and the Fort  James  folding
carton  business,  Graphic Packaging emphasizes  its  ability  to
provide innovative products with value-added characteristics that
stand  out  from  its customers' competitors on  the  supermarket
shelves.

     Manufacturing and Raw Materials:  Graphic Packaging  uses  a
variety  of  raw  materials  such  as  paperboard,  paper,  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 or raw materials  and
difficulty is not anticipated in the future.  While many  sources
of  each  of  these  materials are available,  Graphic  Packaging
prefers   to  develop  strategic  long-standing  alliances   with
vendors,  including the use of multi-year supply  agreements,  in
order  to provide a guaranteed source of materials that satisfies
customer  requirements while obtaining 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 well-
recognized  consumer  product  manufacturers  in  North  America.
Sales  are  made  primarily  through direct  sales  employees  of
Graphic  Packaging that work from offices located throughout  the
United   States   and,  to  a  lesser  degree,   through   broker
arrangements  with  third  parties.   Graphic  Packaging  selling
activities are supported by its technical and development staff.

     Sales  to  Kraft  Foods, Inc. and affiliates  under  various
contracts  accounted for approximately 20%, 15%  and  4%  of  ACX
Technologies'  consolidated  sales  for  1999,  1998  and   1997,
respectively.   Approximately 13%, 17% and 27% of sales  were  to
Coors  Brewing for the same years.  A diverse customer base  made
up  of  manufacturers of detergents, frozen and dry foods,  soap,
tobacco producers and quick serve restaurants account for most of
the balance.

     Most  of  Graphic  Packaging's sales are  made  under  sales
contracts  at prices that are subject to periodic adjustment  for
market  price changes of raw materials and other costs.  Products
are  made  in  accordance with customer specifications.   Graphic
Packaging had approximately $175 million in open orders in  March
2000,  as  compared to approximately $122 million in March  1999.
The Company expects to ship most of the open orders by the end of
the  second  quarter of 2000.  Total open orders 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  pricing   pressures.    The
installation  of state-of-the-art equipment by manufacturers  has
intensified  the  competitive pricing  situation.   A  relatively
small  number of large competitors hold a significant portion  of
the  folding  carton segment of the paperboard  industry.   Major
U.S.  competitors  include Smurfit-Stone  Container  Corporation,
Field  Container Company L.P, The Mead Corporation,  Gulf  States
Paper    Corporation,   Westvaco,   Rock-Tenn,   Shorewood    and
International  Paper.  Mergers and acquisitions have  contributed
to a consolidation of the industry.

     Product Development:  Graphic Packaging's development  staff
works  directly with the sales and marketing personnel in meeting
with  customers  and pursuing new business.  Graphic  Packaging's
development  efforts include, but are not limited  to,  extending
the shelf life of customers' products, reducing production costs,
enhancing the heat-managing characteristics of food packaging and
refining packaging appearance through new printing techniques and
materials.    Potential  new  product  development  efforts   are
expected to involve sift-proof cartons, linerless cartons, liquid
containment packaging, enhanced microwavable food containers  and
other packaging innovations.

Other Businesses

      The Company's other businesses have generally been sold  or
reduced  to investment holdings.  The primary areas of  focus  of
the  other  businesses has been distribution  of  solar  electric
systems   (Golden  Genesis);  real  estate  development   (Golden
Equities);  and  corn-wet  milling  (Golden  Technologies).   The
Company's interest in Golden Genesis was sold on August 3,  1999,
Golden  Equities has disposed of the majority of its real  estate
holdings, and the corn-wet milling operation was sold in  January
1999.   Therefore, Other segment information generally represents
the  final operating results of businesses disposed of before the
end of 1999.

Discontinued Operations

       Discontinued  operations  consists  of  three  businesses:
ceramics (CoorsTek); aluminum (Golden Aluminum); and the recycled
paperboard mill (Kalamazoo Mill).

     CoorsTek   (formerly  known  as  Coors   Ceramics   Company)
develops,  manufactures  and  sells advanced  technical  products
across   a  wide  range  of  product  lines  for  a  variety   of
applications.   It has been in business since  1911  and  is  the
largest   U.S.  owned,  independent  manufacturer   of   advanced
technical  ceramics.  CoorsTek was spun off as a separate  public
company effective December 31, 1999.

      Golden  Aluminum  produces 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.  The assets of Golden  Aluminum  were
sold on November 5, 1999.

      The Kalamazoo Mill was acquired on August 2, 1999 as a part
of the Fort James packaging acquisition.  The Kalamazoo Mill is a
producer  of  high  quality  coated recycled  paperboard  and  is
believed  to be the largest scale, lowest cost and most efficient
recycled paperboard facility in North America.  In December 1999,
the Board of Directors adopted a plan to offer the Kalamazoo Mill
for  sale.   The  Company is pursuing the sale of  the  Kalamazoo
Mill, as well as evaluating other strategic alternatives.

Dependence on Major Customers

     Sales to Kraft Foods, Inc. and affiliates under various long-
term contracts accounted for approximately 20%, 15% and 4% of the
Company's   consolidated  sales  for   1999,   1998   and   1997,
respectively;  however,  future sales may  vary  from  historical
levels.   In 1999, Graphic Packaging entered into a new five-year
supply agreement with Kraft Foods whereby Graphic Packaging  will
supply  one  hundred percent of their folding  carton  needs  for
specified product lines.

      Sales to Coors Brewing accounted for approximately 13%, 17%
and  27%  of the Company's consolidated sales for 1999, 1998  and
1997,   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 December
31,  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  loss of Kraft Foods or Coors Brewing as a customer  in
the  foreseeable  future  would have a  material  effect  on  the
Company's results of operations.

Research and Development

      The  Company's ability to compete effectively in the value-
added packaging market 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  $3.8 million, $3.7 million and $13.1  million  for
1999,  1998  and 1997, respectively.  The Company's research  and
development   expenditures   from   1997   to   1998    decreased
significantly  as  a  percentage  of  net  sales   due   to   the
dispositions  of noncore developmental businesses.   The  Company
believes the remaining expenditures will be adequate to meet  the
strategic objectives of its packaging business.

Patents, Proprietary Rights and Licenses

      The  Company  holds  a substantial number  of  patents  and
pending patent applications in the U.S. and in foreign countries.
This  portfolio  primarily  consists  of  microwave  and  barrier
protection packaging and manufacturing methods.  The patents  and
processes  are significant to Graphic Packaging's operations  and
are  supported  by trademarks such as  QwikWave[R],  MicroRite[R]
and Composipac[TM].  In addition, the  Company  licenses  certain
technology   from   third  parties  to  enhance   its   technical
capabilities.  The Company's policy generally is to pursue patent
protection  that  it  considers necessary or  advisable  for  the
patentable  inventions  and  technological  improvements  of  its
business  and  to  defend  its  portfolio  against  third   party
infringers.  The Company also relies significantly on  its  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 its competitive positions within its industry.

      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 thereof.

Environmental Matters

     The Company's operations are subject to extensive regulation
by   various  federal,  state,  provincial  and  local   agencies
concerning  compliance with environmental  control  statutes  and
regulations.   These  regulations impose  limitations,  including
effluent  and emission limitations, on the discharge of materials
into  the  environment, as well as require the Company to  obtain
and  operate  in  compliance with the conditions of  permits  and
other  governmental  authorizations.   Future  regulations  could
materially  increase  the  Company's  capital  requirements   and
certain operating expenses in future years.

     In   the   ordinary  course  of  business  the  Company   is
continually   upgrading  and  replacing  its   emission   control
equipment.  The estimated capital expenditure for these types  of
projects for 2000 and 2001 is $200,000 per year.

     Some  of  the  Company's operations have been notified  that
they  may  be  potentially responsible parties (PRPs)  under  the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980 or similar 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  the
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.

Employees

      As  of March 22, 2000, the Company had approximately  5,000
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(1)

Graphic Packaging:
Company Offices       Golden, Colorado(1)
Manufacturing         Golden, Colorado(1)           Converting/Labels
Manufacturing         Boulder, Colorado(2)(3)(5)    Converting Operations
Manufacturing         Lawrenceburg, Tennessee       Converting Operations
Manufacturing         Garden Grove, California      Converting Operations
Manufacturing         Mississauga, Ontario(3)       Converting Operations
Manufacturing         Portland, Oregon(2)(4)        Converting Operations
Manufacturing         Wausau, Wisconsin             Converting Operations
Manufacturing         Charlotte, North Carolina     Converting Operations
Manufacturing         Kalamazoo, Michigan(5)        Paperboard Mill
Manufacturing         Malvern, Pennsylvania         Converting Operations
Manufacturing         Richmond, Virginia            Converting Operations
Manufacturing/Offices Bow, New Hampshire            Converting Operations
Manufacturing         Centralia, Illinois           Converting Operations
Manufacturing         Ft. Smith, Arkansas           Converting Operations
Manufacturing         Mitchell, South Dakota        Converting Operations
Manufacturing         Lumberton, North Carolina     Converting Operations
Manufacturing         Saratoga Springs, New York(5) Converting Operations
Manufacturing         Gordonsville, Tennessee       Converting Operations
Manufacturing         Kendallville, Indiana         Converting Operations
Manufacturing         Kalamazoo, Michigan           Converting Operations
Manufacturing         Menasha, Wisconsin            Converting Operations
Manufacturing         Newnan, Georgia               Converting Operations
Manufacturing         Perrysburg, Ohio              Converting Operations

Golden Technologies:
  Offices             Golden, Colorado(2)(3)


(1)  The   Company  headquarters/Graphic  Packaging  offices  and
     Golden, Colorado manufacturing facility are
     located in the same building.
(2)  Two facilities.
(3)  Leased facilities.
(4)  Two facilities, including one leased facility.
(5)  Plants for sale or other disposition in 2000.

      The operating facilities of the Company are not constrained
by  capacity  issues.  From time to time the Company also  leases
additional  warehouse  space and sales offices  throughout  North
America, on an as-needed basis.


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  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  July  1999, Cinergy Resources, Inc. and the Cincinnati
Gas  &  Electric company sued Graphic Packaging in Warren County,
Ohio  Court of Common Pleas claiming approximately $651,000, plus
interest, fees and costs, for gas supplied to Graphic Packaging's
Franklin, Ohio flexible packaging facility.  Cinergy claims that,
due  to an improperly installed meter, Graphic Packaging was  not
billed  for  actual  gas consumption.  Graphic  Packaging  denies
liability  claiming that it has paid for the gas, and any  errors
are  due  to  Cinergy's actions.  Although this case  is  in  the
discovery stage, the Company does not believe the disposition  of
this  matter will have a material adverse effect on the Company's
financial position or results of operation.

       In  February 1998, a subsidiary of Golden Technologies was
sued  for breach of a supply agreement to purchase thermal energy
for  the Johnstown, Colorado corn-wet mill. The Company sold  the
Johnstown,  Colorado corn-wet mill in January  1999.   Trial  has
been  set for October 2000, but the Company does not believe  the
disposition will have a material adverse effect on the  Company's
financial position or results of operation.


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, 1999.



                             PART II

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

      The Company's common stock was quoted on the New York Stock
Exchange  under  the symbol ACX through February  2000  when  its
symbol was changed to GPK.  The historical range of the high  and
low  sales price per share for each quarter of 1999 and 1998  was
as follows:

                       1999                        1998
                 ------------------          -------------------
                 High       Low              High      Low
                 ---------  -------          --------  ---------
First Quarter    $15 1/2    $11 1/4          $25       $22 1/2
Second Quarter   $16 1/4    $11 1/2          $25 3/4   $21 1/16
Third Quarter    $15 15/16  $ 9 1/2          $22 3/4   $12 7/16
Fourth Quarter   $11 1/8    $ 7 5/8          $15 3/16  $ 9 13/16

      As  a  result  of the spin-off of CoorsTek on December  31,
1999,  the market price of the Company's stock opened on  January
3, 2000 at $5.875 per share, versus the closing price of $10.6875
per share on December 31, 1999.

      During  1999 and 1998, no cash 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 currently prohibit the payment of any
cash dividends, and the Company expects this limitation to remain
in effect through 2001.

       On   March   22,  2000  there  were  approximately   2,400
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               1999        1998       1997      1996     1995
                       --------    --------   --------  -------- --------
Summary of Operations

Net sales              $831,405[a] $691,777[a] $426,261 $436,028 $389,976
                       --------    --------    -------- -------- --------
Gross profit           $123,647    $124,244     $93,608  $80,393  $72,658

Selling, general and
  administrative
  expenses[b]           $85,218     $76,609     $70,436  $57,319  $54,770
Asset impairment and
  restructuring
  charges[c]              7,813      21,391      21,880   34,642    2,297
                       --------    --------    -------- -------- --------
Operating income (loss) $30,616     $26,244      $1,292 ($11,568) $15,591
                       --------    --------    -------- -------- --------
Income (loss) from
  continuing operations $21,518[f]   $5,453     ($2,272)($13,793)  $2,284
                       --------    --------    -------- -------- --------
Income (loss) from
  discontinued
  operations[d]          $6,073     $15,812     $29,988 ($78,231) $21,587
                       --------    --------    -------- -------- --------
Extraordinary loss on
  early extinguishment
  of debt, net of tax   ($2,332)        ---         ---      ---      ---
                       --------    --------    -------- -------- --------
Net income (loss)       $25,259     $21,265     $27,716 ($92,024) $23,871
-------------------------------------------------------------------------
Per basic share of
  common stock:
  Continuing
    operations            $0.76       $0.19      ($0.08)  ($0.49)   $0.09
  Discontinued
    operations            $0.21       $0.56       $1.07   ($2.81)   $0.80
  Extraordinary loss     ($0.08)        ---         ---      ---      ---
                       --------    --------    -------- -------- --------
  Net income (loss)       $0.89       $0.75       $0.99   ($3.30)   $0.89
                       --------    --------    -------- -------- --------
Per diluted share of
  common stock:
  Continuing
    operations            $0.75       $0.19      ($0.08)  ($0.49)   $0.08
  Discontinued
    operations            $0.21       $0.54       $1.04   ($2.81)   $0.79
  Extraordinary loss     ($0.08)        ---         ---      ---      ---
                       --------    --------    -------- -------- --------
  Net income (loss)       $0.88       $0.73       $0.96   ($3.30)   $0.87
-------------------------------------------------------------------------
Financial Position
Working capital,
  excluding current
  maturities of debt   $292,774     $238,844   $158,551 $154,626 $168,801
Total assets         $1,627,038[e]  $846,022   $642,880 $623,520 $726,676
Current maturities
  of debt              $400,000[e]   $86,300        ---      ---      ---
Long-term debt         $615,500     $183,000   $100,000 $100,000 $100,000

Shareholders' equity   $423,310     $447,955   $430,531 $397,903 $488,374
-------------------------------------------------------------------------
Other Information
Total debt to
  capitalization            71%          38%        19%      20%      17%
Net book value per share
  of common stock        $14.81       $15.76     $15.17   $14.24   $18.14
-------------------------------------------------------------------------
[a]  Includes sales from ongoing Graphic Packaging business (i.e.,
     excludes sales  from the flexible packaging plants) of $708.2
     million and $504.6 million in 1999 and 1998, respectively.
[b]  Includes  goodwill amortization of $11,533,  $7,785,  $3,209,
     $2,224 and $2,162  for 1999,  1998,  1997,  1996  and   1995,
     respectively.
[c]  Asset impairment and restructuring charges resulted in a loss
     per diluted share impact of $0.16, $0.44,  $0.45,  $0.73  and
     $0.05 in 1999, 1998, 1997, 1996 and 1995, respectively.
[d]  Discontinued operations include the spin-off of CoorsTek, the
     Kalamazoo Mill and the sale of Golden Aluminum  Company.  The
     income  (loss)  per  diluted share for  each  business  is as
     follows:
                                1999    1998   1997    1996    1995
                              -------------------------------------
     CoorsTek                  $0.54   $0.54  $1.04   $0.88   $1.06
     Golden Aluminum Company  ($0.22)    ---    ---  ($3.63) ($0.27)
     Kalamazoo Mill           ($0.11)    ---    ---     ---     ---

[e]  Reduced by  $200 million on January 4, 2000 with proceeds from
     the CoorsTek spin-off.
[f]  Includes $30.2 million pre-tax gain (approximately $18 million,
     net of tax) from sales of businesses.



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

General Overview

     The   Company,  through  its  principal  subsidiary  Graphic
Packaging,  is  a  manufacturer of  packaging  products  used  by
consumer product companies as primary packaging for their end-use
products.  Over the past several years, and culminating with  the
spin-off of CoorsTek on December 31, 1999, the Company has  moved
from  a  diversified group of subsidiaries -  each  operating  in
different  markets - to a Company focused on the  folding  carton
segment of the packaging industry.  By strategically disposing of
noncore  businesses  and underperforming  assets;  acquiring  two
major  businesses in the folding carton industry;  and  executing
rationalization plans, the Company has developed into a prominent
competitor in the folding carton industry.

     The  Selected  Financial  Data  in  Item  6  summarizes  the
financial impact that the Company's acquisitions and dispositions
have  had  on consolidated operating results over the  past  five
years, and is primarily indicative of Graphic Packaging's results
after  the recent dispositions and spin-off of CoorsTek  and  the
announcement of the intent to offer the Kalamazoo Mill for  sale.
Detailed  analysis  of Graphic Packaging's  contribution  to  the
Company's  consolidated  results over the  past  three  years  is
provided in the Results from Continuing Operations section below.

     Net  sales have more than doubled from 1995 to 1999  -  with
the  most pronounced increases occurring in 1998 (the year of the
Universal Packaging acquisition) and 1999 (the year of  the  Fort
James packaging business acquisition).

     Gross  profit  margins,  although  reaching   22%  in  1997,
averaged 18% in other years.  Gross profit fluctuations from year-
to-year  are generally due to integration issues when adding  new
plant  locations and customers; changes in product mix;  changing
raw  material  costs;  and  pricing  pressure  due  to  increased
competition in the folding carton industry.

     Selling,  general  and  administrative  expenses,  excluding
goodwill amortization, have declined from 13% of sales in 1995 to
9%  of  sales  in 1999.   This is a reflection of  the  Company's
higher  revenue base and restructuring efforts, particularly  the
reduction  of  staff levels and administrative  facilities.   See
further discussion of the Company's restructuring activities  for
the past three years below.

     The  Company  has  achieved operating  income  before  asset
impairment and restructuring charges of approximately 5%  of  net
sales  for the last five years despite the significant structural
changes  taking place in the packaging industry and a  change  in
the   Company's   strategic  focus.    Income   from   continuing
operations,   again  after  adding  back  asset  impairment   and
restructuring charges, has also remained consistent from year-to-
year at approximately 4-5% of net sales.  A long-term goal of the
Company is to achieve operating income of 10% of net sales.

     The Company's financial position and liquidity are discussed
in  detail  below.   Generally,  the  Company's  cash  flow  from
operations   have   sustained   restructuring   costs,    capital
expenditures  and debt service from year-to-year.   Interest  and
principal   from  additional  borrowings  used  to  finance   the
acquisitions  of Universal Packaging in 1998 and the  Fort  James
packaging business in 1999 will be reduced by cash generated from
operations  and from future asset sales, including  the  sale  or
other disposition of the Kalamazoo Mill.

     This  financial  review  presents  the  Company's  operating
results  for each of the three years in the period ended December
31,  1999, and its financial condition at December 31,  1999  and
1998.   This  review  should  be  read  in  connection  with  the
information  presented in the Consolidated  Financial  Statements
and the related notes thereto.

Results from Continuing Operations

Consolidated

     Net Sales

     Net  sales  for 1999 totaled $831.4 million, an increase  of
$139.6 million or 20%, over 1998 sales of $691.8 million.   Sales
from  Graphic  Packaging's  ongoing businesses  increased  $203.6
million   to  $708.2  million  in  1999.   The  August  2,   1999
acquisition  of  the Fort James packaging business  provided  the
increase in sales, which was partially offset by the sale of  the
flexible  packaging plants on September 2, 1999.  Net  sales  for
1998  totaled  $691.8 million, an increase of $265.5  million  or
62%,  over  1997 sales of $426.3 million.  The January  14,  1998
acquisition of Universal Packaging accounted for the increase  in
1998 net sales.

     Net sales to Coors Brewing totaled $107.6 million in 1999, a
decrease  of  $12.3  million or 10%, over  net  sales  of  $119.9
million in 1998.  The decrease is due to the disposition  of  the
Company's  corn starch business in early 1999 and  the  five-year
packaging  supply agreement that was renegotiated in  1998.   Net
sales  to  Coors  Brewing  totaled $119.9  million  in  1998,  an
increase of $6.6 million or 6%, over net sales of $113.3  million
in 1997, due primarily to volume increases.

     The  Company  had  sales  to customers  outside  the  United
States,  primarily in Canada, which accounted for 6%, 9% and  16%
of  total  sales  during 1999, 1998 and 1997, respectively.   The
decrease in foreign sales as a percentage of total sales in  1999
is  attributable to the sale of several flexible packaging plants
in  Canada  during  1999.  The decrease in  foreign  sales  as  a
percentage  of total sales during 1998 is due to the  acquisition
of  Universal  Packaging, which sells principally in  the  United
States.

     Net  sales  of  the  Company's Other segment  totaled  $44.6
million, $67.9 million and $61.1 million in 1999, 1998 and  1997,
respectively.   These sales accounted for approximately  5%,  10%
and  14% of the Company's consolidated sales for the same  years.
The  decreasing  sales  of  the Other  segment  are  due  to  the
Company's divestiture of the majority of these businesses.  Sales
of  the Other businesses are not expected to be material in  2000
and beyond.

     Gross Profit

     Consolidated gross profit was 15%, 18% and 22% of net  sales
in  1999, 1998 and 1997, respectively. The decreases in 1999  and
1998 reflect recent trends in the packaging industry in terms  of
changing  raw material costs, coupled with pricing pressures  due
to  increased competition. The decrease in 1999 also reflects the
integration  costs  associated  with  the  Fort  James  packaging
business acquisition.  As discussed below, future improvements in
gross  profit  will depend upon management's ability  to  improve
cost  efficiencies and to maintain profitable, long-term customer
relationships.

     Selling, General and Administrative Expenses

     Selling,  general  and  administrative  expenses,  excluding
goodwill  amortization,  for  1999,  1998  and  1997  were  $73.7
million,  $68.8 million and $67.2 million, which represented  9%,
10%  and 16% of net sales, respectively.  The percentage decrease
in  1999 mainly reflects cost savings realized as a result of the
Company's restructuring efforts over the past three years and the
increased  revenue base resulting from the Fort  James  packaging
business  and Universal Packaging acquisitions.  The decrease  in
1998  is  due to operating efficiencies gained with the Universal
Packaging  acquisition and lower research and  development  costs
associated  with the dispositions of the developmental businesses
held by ACX Technologies.

     Operating Income

     Consolidated  operating  income for  1999,  excluding  asset
impairment and restructuring charges, decreased to $38.4 million,
a  decrease  of  19% over 1998 operating income of $47.6  million
before asset impairment and restructuring charges.  The principal
reasons  for the decrease are the increased goodwill amortization
and  integration  costs associated with the Fort James  packaging
business   acquisition  and  declining  gross   profit   margins.
Consolidated  operating income, on the same basis,  increased  to
$47.6  million  in  1998, a 105% increase from $23.2  million  in
1997.   This  increase  is  due primarily  to  the  January  1998
acquisition of Universal Packaging.


Operating Income from Continuing Operations by Segment
(In millions)
                                          1999    1998    1997
                                         -----   -----   -----
Before asset impairment and
  restructuring charges:
Graphic Packaging                        $46.8   $59.5   $44.8
Other businesses                           2.1    (2.9)  (11.4)
Corporate                                (10.5)   (8.9)  (10.2)
                                         -----   -----   -----
Operating income before asset
  impairment and restructuring charges    38.4    47.7    23.2

Asset impairment and restructuring
  charges:
Graphic Packaging                         (7.8)  (21.3)   (2.1)
Other businesses                           ---    (0.1)  (19.8)
                                         -----   -----   -----
Operating income after asset
  impairment and restructuring
  charges                                $30.6   $26.3    $1.3
                                         =====   =====   =====


      Asset Impairment Charges

      The Company recorded a total of $5.9 million, $19.4 million
and  $16.6 million in asset impairment charges in 1999, 1998  and
1997,  respectively.   Goodwill impairment of  $5.5  million  was
included  in  the 1998 charge.  The remainder of the 1998  charge
consisted of fixed asset impairments.  The 1999 and 1997  charges
consisted entirely of fixed asset impairments as described below.

     1999:   Graphic  Packaging recorded $5.9  million  of  asset
impairment charges in 1999 due to decisions to close its Boulder,
Colorado  and  Saratoga Springs, New York plants  in  2000.   The
Boulder,  Colorado plant has been replaced by a new manufacturing
facility in Golden, Colorado which will use advanced equipment to
improve the production process.  The Company expects to close the
Boulder plant in the third quarter of 2000.  The Saratoga Springs
plant  operates at higher overhead levels than other  plants  and
uses  gravure press technology.  Therefore, the decision was made
to sell the Saratoga Springs building; move the business to other
folding  carton  plants;  and dispose of the  gravure  technology
presses  at  Saratoga Springs.  Boulder writedowns  totaled  $2.9
million and Saratoga Springs writedowns totaled $3.0 million.

     1998:  Graphic  Packaging recorded $18.5  million  in  asset
impairment charges in 1998.  Deterioration of the performance  at
certain  flexible packaging 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.   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
Graphic  Packaging's  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.

      The  Company recorded net asset impairment charges of  $0.9
million  in  its  Other businesses during  1998.   These  charges
included  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 were 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
a  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.

      1997:   During  1997, the Company recorded a $16.6  million
asset impairment charge in its Other businesses when it adopted a
plan to limit future funding for a 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.

     Restructuring Charges

     The  Company  recorded restructuring charges  totaling  $1.9
million,  $2.0 million and $5.3 million in 1999, 1998  and  1997,
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
                  ------------- ----- --------- ---------- ----- -----
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

1999 restructuring
 charges                ---       ---     ---       1.9      ---   1.9
Cash paid               ---       ---     ---      (1.8)     ---  (1.8)
                      -----     -----    ----     -----     ---- -----
Balance,
 December 31, 1999     $---      $---    $---      $1.9     $---  $1.9
                      =====     =====   =====    ======    ===== =====

       1999:    Graphic   Packaging  recorded  a   $1.9   million
restructuring  charge  pursuant to a plant  rationalization  plan
approved  by  the  Company's Board of  Directors  in  the  fourth
quarter.   The  Company has instituted this plan to  further  its
goal  of  refining its focus on folding carton packaging  and  to
reduce  headcount.  All of the 1999 charge relates to  severance,
primarily at the Lawrenceburg, Tennessee manufacturing plant.  In
total,   14  administrative  and  59  plant  positions  will   be
eliminated  at the Lawrenceburg, Tennessee plant at an  estimated
cost  of   $1.9  million.   Severance packages have been  offered
commensurate  with  employees'  positions  and  tenure  with  the
Company.  The Company paid $0.2 million in the fourth quarter  of
1999  and expects to make the remaining cash outlays and complete
this  restructuring plan in 2000.  The Company expects to  record
additional  restructuring charges of approximately $3.4  million,
primarily  in the first quarter of 2000, when severance  packages
are communicated to employees at the Saratoga Springs plant.

      1998:  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
within  the  flexible  operations  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 the flexible divisional office in North
Carolina.   The  Company paid $1.0 million of the  costs  in  the
fourth quarter of 1998 and $1.6 million during 1999.

      1997:   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.

      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 in 1997.  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  connection  with  the  Fort  James  packaging  business
acquisition,   the   Company   is   continuing    to    evaluate
rationalization   opportunities  within   the   folding   carton
converting  operations to reduce overall operating  costs  while
maintaining capacity.  This includes evaluation of the  capacity
of  the  Company's  web press facilities and evaluation  of  the
opportunity  to  transfer business among the various  web  press
facilities.    The   Company   expects   additional   costs   of
approximately  $2  million may be incurred  in  connection  with
further  plant rationalizations, related primarily to  severance
and other plant shutdown costs.  The Company expects to finalize
its  rationalization plan by June 30, 2000.   Costs  related  to
shutting  down  a facility acquired in the Fort James  packaging
business  acquisition will be accounted for as  a  cost  of  the
acquisition, with a resultant adjustment to goodwill.

     Gain from Sale of Businesses

     The Company disposed of two businesses during 1999, for
which the following gains were recognized:

                              Flexible      Golden
  (In thousands)                Plants     Genesis      Total
                              --------    --------   --------
  Cash proceeds               $105,000     $20,800   $125,800
  Net book value, less costs   (82,300)    (13,264)   (95,564)
                              --------    --------   --------
  Gain recognized              $22,700      $7,536    $30,236
                              ========    ========   ========

     Interest Expense and Interest Income

     Interest  expense for 1999, 1998 and 1997 was $28.6 million,
$22.0  million and $8.6 million, respectively.  The  increase  in
1999  is  due to additional financing to acquire the  Fort  James
packaging  business.  The increase in 1998 is due  to  additional
financing to acquire Universal Packaging, along with interest  on
debt assumed in the acquisition.

      Interest  expense of approximately $8 million was allocated
to  the  discontinued operations of the Kalamazoo Mill  in  1999,
based  upon  an  estimated fair value of $225 million.   Interest
expense  of  $16.0  million, $3.6 million and  $0.1  million  was
allocated  to  the discontinued operations of CoorsTek  in  1999,
1998  and 1997, respectively,  based upon CoorsTek's $200 million
allocation of total consolidated debt at the time of the spin-off
for  1999  and $50 million of outstanding intercompany  debt  for
1998.

      The  Company  capitalized interest of  $2.0  million,  $0.3
million  and  $0.4 million in 1999, 1998 and 1997,  respectively.
The  increase in capitalized interest during 1999 is attributable
to  the  construction of Graphic Packaging's new Golden, Colorado
facility.

     Interest  income for 1999, 1998 and 1997 was  $2.6  million,
$5.4  million  and $5.6 million, respectively.  The decreases  in
1999 and 1998 relate directly to the use of funds to acquire  the
Fort James packaging business and Universal Packaging.

     See   related  discussions  about  Financial  Condition  and
Liquidity below.

     Income Taxes

     The  consolidated effective tax rate for the Company in 1999
was  40%  compared to 47% in 1998 and (10%) in 1997.  The  higher
tax  rate  in  1998  resulted from a lower earnings  base,  which
increased the impact of non-deductible items.  The negative  rate
in  1997 was a result of no tax benefit 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

     1999  was a transitional year for Graphic Packaging  as  the
Company  took  steps  to better position itself  in  the  folding
carton  industry.    At the beginning of 1999, Graphic  Packaging
was   producing  both  folding  carton  and  flexible   packaging
products.   A  strategic decision was made to focus  entirely  on
folding  cartons  and  dispose of the flexible  packaging  plants
during  1999.    The  steps  taken were  necessary  to  establish
Graphic Packaging as a leader in the folding carton industry.

     On  August  2,  1999, Graphic Packaging purchased  the  Fort
James  packaging business, which included the Kalamazoo Mill  and
12 folding carton plants throughout the United States and Canada.
At  the  same  time,  a sale of the Company's flexible  packaging
plants was effected and closed on September 2, 1999.  After these
two  transactions,  Graphic Packaging had  23  plants,  primarily
producing folding cartons; the paperboard mill in Michigan; and a
focus   toward  the  future  in  the  folding  carton   industry.
Management has announced its plan to sell the Kalamazoo Mill  and
the  Saratoga Springs, New York plant building in the year  2000.
Management also expects to close another folding carton plant  at
a location to be determined in 2000.

     Graphic Packaging has recently completed the construction of
a  new  production and office facility in Golden,  Colorado  that
will  soon  take  over  all  of  the  current  Boulder,  Colorado
operations   and  a  significant  portion  of  the  Lawrenceburg,
Tennessee  operations.   These operations primarily  serve  Coors
Brewing.    Graphic  Packaging has capitalized interest  of  $1.2
million  related  to the construction of this  new  facility  and
recognized  a restructuring expense of $1.9 million in  1999  for
staffing reductions primarily in Lawrenceburg, Tennessee.

     Folding Carton Industry

     The  U.S.  packaging industry is a mature industry that  has
experienced  approximately 2% growth  per  year.   Recent  trends
include  rising  paperboard costs; consolidation of  competitors;
and  pricing  pressures.  Management mitigates rising  paperboard
costs  through  long-term  contracting  with  suppliers  and,  as
available,  cost  pass-throughs to  customers.   Acquisitions  of
Universal Packaging in 1998 and the Fort James packaging business
in  1999 have kept Graphic Packaging in a competitive position in
a consolidating industry; however, management's challenge will be
to  control  costs  of production against overall  resistance  to
price increases in the folding carton market.

     Net Sales

     Graphic  Packaging's  net sales increased  26%  in  1999  to
$786.8  million  as compared to $623.9 in 1998.  The  significant
increase   was   due   to  the  Fort  James  packaging   business
acquisition.   Sales  of  ongoing  business  (excluding  flexible
plants  sold  in 1999) were $708.2 million, a 40%  increase  over
sales on the same basis of $504.6 million in 1998.

     Graphic  Packaging's net sales for 1998 were $623.9 million,
an  increase of $258.8 million, or 71%, over 1997 sales of $365.1
million.   The  increase  is attributable  to  the  January  1998
acquisition  of Universal Packaging.  These gains were  partially
offset  by  significant pricing pressures for flexible  packaging
and volume declines in the tobacco market.

     Graphic    Packaging    acquired   long-standing    customer
relationships  with the acquisition of the Fort  James  packaging
business  in  1999 and Universal Packaging in 1998.   Maintaining
these  relationships  at a profitable level  is  key  to  Graphic
Packaging's future growth.

     Gross Profit

     Graphic  Packaging's major task during 1999 was to integrate
the  Fort  James plants into current operations with the  primary
focus  on  customer service and retention.  In 2000, the  Company
will  focus  on  rationally  allocating  production  to  maximize
capacity in a cost-effective manner.  The 3.5% decline in Graphic
Packaging's  gross profit percentage from 1998  to  1999  is  due
primarily  to  integration  inefficiencies  and  increased  costs
associated  with the Fort James acquisition in 1999  and  pricing
pressures  in  the  fourth  quarter of  1999.   Inherent  in  the
rationalization  process  are one-time  transitional  costs  that
management expects to eliminate in the latter half of 2000.   The
decrease  in  gross profit in 1998, as compared  to  1997,  is  a
reflection of the industry trends toward higher costs  and  lower
pricing  due  to  competition and the  acquisition  of  Universal
Packaging, which had lower comparative margins.

     Selling, General and Administrative Expenses

     Graphic  Packaging's  selling,  general  and  administrative
expenses  for  1999,  1998  and 1997 were  $55.8  million,  $50.5
million  and $38.8 million, which represented 7%, 8% and  11%  of
net  sales,  respectively.  The decreased percentage of  selling,
general and administrative expenses to net sales in 1999 and 1998
reflect the addition of Universal Packaging, which operates  with
lower  overhead  expenses,  and the  effects  of  rationalization
programs carried out by the end of 1999.

Other Segment

     Net  sales  for the Other business segment in  1999  totaled
$44.6 million, a decrease of $23.3 million, or 34%, from 1998 net
sales  of  $67.9 million.  The decrease in net sales is  directly
due  to  the disposition of virtually all the assets and  related
businesses  of the Other group of ACX Technologies  during  1999.
Net  sales for the Other business in 1998 totaled $67.9  million,
an increase of $6.8 million, or 11%, over 1997 net sales of $61.1
million.  The 1998 increase reflected higher sales volumes due to
the acquisitions of certain solar electric distributors by Golden
Genesis.

     The  Other  businesses  reported operating  income  of  $2.1
million  in 1999, a favorable increase over the operating  losses
of $3.0 million and $31.2 million in 1998 and 1997, respectively.
The improvements were directly due to the Company's decisions  to
dispose  of the noncore, underperforming businesses operating  in
this segment.

     As  of  December  31,  1999, the  Company  had  disposed  of
substantially all operating businesses in the Other segment.

Discontinued Operations

       Coincident  with  the Company's strategic  folding  carton
acquisitions,  several  noncore  businesses  and  underperforming
assets  were  selected  for  sale or  other  disposition  by  ACX
Technologies during 1999.

CoorsTek Spin-off

     On  December  31,  1999,  the Company  distributed  100%  of
CoorsTek's  shares  of  common  stock  to  the  ACX  Technologies
shareholders  in  a tax-free transaction.  Shareholders  received
one  share  of  CoorsTek  stock for  every  four  shares  of  ACX
Technologies  stock held.  CoorsTek issued a promissory  note  to
ACX Technologies on December 31, 1999 totaling $200.0 million  in
satisfaction of outstanding intercompany obligations at the  time
of the spin-off and as a special one-time dividend.  The note was
paid in full in January 2000.   No gain or loss was recognized by
ACX  Technologies  as a result of the spin-off transaction.   The
tax  basis  allocation  of  costs for  ACX  Technologies'  shares
acquired pre-spin off is:  ACX 55.56% and CoorsTek 44.44%.

Golden Aluminum

     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 pre-tax charges of $155.0 million for anticipated losses
upon  the  disposition  and estimated  operating  losses  of  the
business through the disposition date.  In March of 1997,  Golden
Aluminum  was sold for $70.0 million, of which $10.0 million  was
paid  at closing and $60.0 million was due within two years.   In
December of 1998, the Company extended the due date on the  $60.0
million payment until September 1, 1999.  In accordance with  the
purchase  agreement, the purchaser exercised its right to  return
Golden Aluminum to the Company on August 23, 1999 in discharge of
the  $60.0  million  obligation.  The initial  payment  of  $10.0
million  was  nonrefundable.  The Company subsequently  sold  the
assets of Golden Aluminum to another buyer for approximately  $41
million  on  November 5, 1999.  An additional pre-tax  charge  of
$10.0  million  was  recorded in 1999  related  to  the  ultimate
disposition of Golden Aluminum.

Kalamazoo Mill

     The  Company purchased the Kalamazoo Mill on August 2,  1999
as  part of the acquisition of the Fort James packaging business.
The  Kalamazoo  Mill produces recycled paperboard.   In  December
1999,  the  Board  of  Directors approved a  plan  to  offer  the
Kalamazoo Mill for sale.  An estimated fair value of $225 million
has  been  ascribed  to the net assets of the Kalamazoo  Mill  at
December  31, 1999, which includes approximately $106 million  of
goodwill.  The goodwill allocation between the Kalamazoo Mill and
the  continuing  operations of the Fort James packaging  business
acquisition  is  subject  to  change  upon  disposition  of   the
Kalamazoo  Mill.  As a result, no gain or loss will  be  recorded
upon  sale  or  other  disposition of the  Kalamazoo  Mill.   The
Company allocated approximately $8 million of interest expense to
the Kalamazoo Mill for the period August 2, 1999 through December
31,  1999.   The  Company expects to finalize the sale  or  other
disposition of the Kalamazoo Mill in the second or third  quarter
of 2000.


Financial Data - Discontinued Operations

     Financial  data  for  CoorsTek,  Golden  Aluminum  and   the
Kalamazoo  Mill  for the years ended December 31,  in  thousands,
except for per share information, are summarized as follows:

                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1999
Net Sales                    $365,061       $---    $18,750   $383,811
                             ========   ========   ========   ========
Income (loss) from
  operations before
  income taxes                $25,117       $---    ($5,208)   $19,909
Income tax expense
  (benefit)                     9,480        ---     (2,100)     7,380
                             --------   --------   --------   --------
Income (loss) from
  operations                   15,637        ---     (3,108)    12,529

Income (loss) from
  disposal, before
  taxes                          ---     (10,000)       ---    (10,000)
Income tax benefit
  (expense)                      ---       3,544        ---      3,544
                             --------   --------   --------   --------
Net income (loss)             $15,637    ($6,456)   ($3,108)    $6,073
                             ========   ========   ========   ========
Per basic share of
  common stock:
  Income (loss) from
    operations                  $0.55       $---     ($0.11)     $0.44
  Income (loss) on
    disposal                      ---      (0.23)       ---      (0.23)
                             --------   --------   --------   --------
Net income (loss) per
  basic share                   $0.55     ($0.23)     ($0.11)     $0.21
                             ========   ========   ========   ========
Per diluted share of
  common stock:
  Income (loss) from
    operations                  $0.54       $---     ($0.11)     $0.43
  Income (loss) on
    disposal                      ---      (0.22)       ---      (0.22)
                             --------   --------   --------   --------
Net income (loss) per
  diluted share                 $0.54     ($0.22)    ($0.11)     $0.21
                             ========   ========   ========   ========

Current assets                    ---        ---    $18,449    $18,449
Current liabilities               ---        ---    (13,948)   (13,948)
                             --------   --------   --------   --------
Net current assets                ---        ---     $4,501     $4,501

Noncurrent assets                 ---        ---   $224,619   $224,619
Noncurrent liabilities            ---        ---     (4,120)    (4,120)
                             --------   --------   --------   --------
Net noncurrent assets             ---        ---   $220,499   $220,499
                             ========   ========   ========   ========

[a]  Represents five months operating results.


                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1998
Net Sales                    $296,614       $---       $---   $296,614
                             ========   ========   ========   ========
Income from operations
  before income taxes         $25,361       $---       $---    $25,361
Income tax expense              9,549        ---        ---      9,549
                             --------   --------   --------   --------
Income from operations         15,812        ---        ---     15,812

Net income                    $15,812       $---       $---    $15,812
                             ========   ========   ========   ========

Net income per basic share      $0.56       $---       $---      $0.56
                             ========   ========   ========   ========

Net income per diluted share    $0.54       $---       $---      $0.54
                             ========   ========   ========   ========

Current assets               $105,508        ---        ---   $105,508
Current liabilities           (33,600)       ---        ---    (33,600)
                             --------   --------   --------   --------
Net current assets            $71,908        ---        ---    $71,908
                             ========   ========   ========   ========

Noncurrent assets            $158,394        ---        ---   $158,394
Noncurrent liabilities        (81,583)       ---        ---    (81,583)
                             --------   --------   --------   --------
Net noncurrent assets         $76,811        ---        ---    $76,811
                             ========   ========   ========   ========


                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1997
Net Sales                    $304,824    $38,995       $---   $343,819
                             ========   ========   ========   ========
Income  from operations
  before income taxes         $48,180       $---       $---    $48,180
Income tax expense             18,192        ---        ---     18,192
                             --------   --------   --------   --------
Income from operations         29,988        ---        ---     29,988

Net income                    $29,988       $---       $---    $29,988
                             ========   ========   ========   ========

Net income per basic share      $1.07       $---       $---      $1.07
                             ========   ========   ========   ========

Net income per diluted share    $1.04       $---       $---      $1.04
                             ========   ========   ========   ========


Financial Resources and Liquidity

      The Company's liquidity is generated from both internal and
external  sources and is used to fund short-term working  capital
needs,  capital  expenditures  and  acquisitions.   During  1999,
internally  generated  liquidity is measured  by  net  cash  from
operations,  as  discussed below, and the sale  of  non-strategic
assets.

      On  August 2, 1999, the Company entered into a $1.3 billion
revolving  credit and term loan agreement (the Credit  Agreement)
with  a  group of lenders, with Bank of America, N.A.  as  agent.
Subsequent  to December 31, 1999, the Company reduced the  amount
available  under  the  Credit Agreement by  $50.0  million.   The
Credit  Agreement  is comprised of four senior credit  facilities
including  a  $125 million 180-day term facility, a $400  million
one-year  facility, a $325 million five-year term  loan  facility
and   a   $400   million  five-year  revolving  credit   facility
(collectively, the Senior Credit Facilities).  Proceeds from  the
Senior  Credit Facilities were used to finance the  $849  million
acquisition  of the Fort James packaging business and  to  prepay
the  Company's other outstanding borrowings.  The additional cost
of  prepaying the Company's other outstanding borrowings was $3.6
million before tax and $2.3 million after tax and is shown in the
Consolidated Income Statement as an extraordinary loss  from  the
early extinguishment of debt.

     After approximately $200 million of repayments made from the
Company's cash flow from operations, the sale of Golden Aluminum,
the  sale of the Company's flexible packaging plants and the sale
of  the  solar  electric businesses, total borrowings  under  the
Senior Credit Facilities were $1,015.5 million as of December 31,
1999.  On January 4, 2000, the Company repaid an additional  $200
million  of  debt  with  the proceeds of a note  receivable  from
CoorsTek  as  a  result  of the spin-off.  Borrowings  under  the
revolving  credit  facility on March 22, 2000 were  approximately
$339  million, leaving $61 million available for future borrowing
needs.

      Amounts  borrowed under the Senior Credit  Facilities  bear
interest  under  various  pricing  alternatives  plus  a   spread
depending  on the Company's leverage ratio.  The various  pricing
alternatives include (i) LIBOR, or (ii) the higher of the Federal
Funds  Rate plus .5% or the prime rate.  In addition, the Company
pays  a  commitment  fee  that varies based  upon  the  Company's
leverage  ratio  and the unused portion of the  revolving  credit
facility.    Mandatory  prepayments  under  the   Senior   Credit
Facilities  are  required from the proceeds  of  any  significant
asset sale or from the issuance of any debt or equity securities.
In  addition,  the  five-year  term  loan  is  due  in  quarterly
installments  beginning with the first quarter  of  2000.   Total
installments  for  2000  through  2004,  respectively,  are   $25
million, $50 million, $70 million, $80 million and $100 million.

     The Senior Credit Facilities are secured with first priority
liens  on  all  material assets of the Company  and  all  of  its
domestic subsidiaries.  The Credit Agreement currently limits the
Company's ability to pay dividends and imposes limitations on the
incurrence  of  additional debt, acquisitions  and  the  sale  of
assets.

      In  February, the Company determined that certain covenants
in its Senior Credit Facilities relating to leverage and interest
coverage  should  be  changed  to reflect  anticipated  operating
results for the Company in 2000.  In March 2000, the Company  and
its lenders amended the Senior Credit Facilities to reset certain
financial  covenants including maximum debt to EBITDA, the  ratio
between  EBITDA and interest, and debt to capitalization  and  to
impose  additional  restrictions  on  capital  expenditures   and
acquisitions.  The interest rate spread from certain base indices
was  increased by .25 to .50 percent depending upon the Company's
leverage.   The  Company  anticipates  paying  an  aggregate   of
approximately  $2  million  in  fees  in  connection   with   the
amendment.

     At December 31, 1999, the Company was in compliance with the
financial   covenants.   As  revised  in  March  2000,  quarterly
financial  covenant  levels  in 2000 and  beyond  are  stringent.
Although  there  can be no assurance that all of these  covenants
will be met, management believes that the Company will remain  in
compliance  with the revised covenants based upon  the  Company's
expected performance and debt repayment forecasts.  In the  event
of  a  default under the Credit Agreement, the lenders would have
the  right  to call the Senior Credit Facilities immediately  due
and  refrain from making further advances to the Company.  If the
Company  is  unable to pay the accelerated payments, the  lenders
could elect to proceed against the collateral in order to satisfy
the Company's obligations.

      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  6%  and  expire on May 1, 2000.   The  anticipated
borrowings  will be used to extend the maturity of the  Company's
current  capital structure, thereby reducing exposure  to  short-
term  interest rates.   As of December 31, 1999, the unrecognized
gain  associated with these hedge contracts was approximately  $6
million.  In addition, the Company has entered into interest rate
swap  arrangements to hedge $100 million of its borrowings  under
the  Senior  Credit  Facilities.   Under  these  agreements,  the
Company pays interest at an average fixed rate of 5.94%.   During
2000, the Company expects to enter into additional interest  rate
swap  transactions  in accordance with the  requirements  of  the
Credit Agreement.

      The  Consolidated Statement of Cash Flows includes the cash
generated or used by the operations shown in the income statement
as  discontinued  operations,  namely  Golden  Aluminum  Company,
CoorsTek  and  the  Kalamazoo Mill.   On  this  basis,  net  cash
provided  by  operations was $135.1 million,  $97.3  million  and
$117.4 million for 1999, 1998 and 1997, respectively.

      During  1999,  1998 and 1997, net cash from operations  was
used  to  fund capital requirements and acquisitions.  Over  this
three-year  period, total capital expenditures  for  the  Company
were $226.2 million, as follows:

(In millions)                    1999   1998   1997
                                -----  -----  -----
Graphic Packaging               $73.7  $47.5  $18.0
Other businesses and Corporate    1.6    4.1    9.4
Discontinued Operations          16.2   26.9   28.8
                                -----  -----  -----
                                $91.5  $78.5  $56.2
                                =====  =====  =====

      Capital  spending  at  Graphic Packaging  during  1999  was
primarily  for an expansion of the Golden, Colorado manufacturing
facility,  the  initial payment to begin the installation  of  an
enterprise  resource  planning system (ERP)  and  equipment  that
improves productivity, increases capacity and reduces costs.  The
Company  expects  its  capital  expenditures  for  2000   to   be
approximately  $60 million, primarily related to the  ERP  system
and  manufacturing  productivity  improvements.   There  are   no
significant   capital  expenditures  expected   for   the   Other
businesses in 2000.

      Acquisitions during 1999 included the acquisition  of  Fort
James  packaging business for approximately $849 million as  well
as acquisitions by CoorsTek for approximately $56 million in cash
primarily  in the semiconductor industry.  Acquisitions  in  1998
utilized $300.8 million in cash, primarily for the acquisition of
Britton.   The Company currently has no plans in 2000  to  pursue
acquisitions  as  a  growth vehicle.   Instead,  the  Company  is
focused  on  further  integrating  its  recent  acquisitions  and
utilizing cash flow to reduce its debt.

       Asset  sales  during  1999  generated  $170.5  million  in
proceeds.   These sales included the final disposition of  Golden
Aluminum  Company,  the sale of the Company's flexible  packaging
plants  and the sale of the solar electric business.  During  the
second  or third quarter of 2000, the Company expects to sell  or
otherwise  dispose  of  the Kalamazoo Mill,  generating  proceeds
required to repay the remaining balance of the one-year facility.

       The   Company  currently  expects  that  cash  flows  from
operations, the sale of certain assets, and borrowings under  its
current  credit facilities will be adequate to meet the Company's
needs  for  working  capital,  temporary  financing  for  capital
expenditures and debt repayments.  The Company's working  capital
position  as of December 31, 1999 was a negative $107.2  million.
Proceeds from the sale or other disposition of the Kalamazoo Mill
will be applied to current maturities of debt.

      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 operations have been notified  that
they  may  be  potentially responsible parties (PRPs)  under  the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980 or similar 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  the
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 Disclosure

     The  Company has experienced no material additional  expense
or business interruption related to the Year 2000 issue.

     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 did 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.

     The  Company's  management  implemented  an  enterprise-wide
program  to  prepare the Company's financial,  manufacturing  and
other critical systems and applications for the year 2000.    The
program included a task force established in March 1998 that  had
the  support  and participation of upper management and  included
individuals  with  expertise  in  risk  management,   legal   and
information  technologies.  The Board of Directors monitored  the
progress of the program on a quarterly basis.  The task force met
its  objective 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.

     Through  December 31, 1999, the Company spent  approximately
$1.2  million  related  to  the Year  2000  issue.   These  costs
included   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
expensed  all  costs related to the Year 2000 issue as  incurred.
These costs were funded through operating cash flows.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK

Interest Rate Risk

      As  of  March  22,  2000, the Company's  capital  structure
includes  approximately $832 million of debt that bears  interest
with  an  underlying rate based upon short-term  interest  rates.
The  Company has entered into interest rate swap agreements  that
lock in a risk free interest rate of 5.94% on $100 million of the
borrowings.  The Company has also 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 6% and expire on May 1, 2000.    As  a  result,
interest on approximately $732 million of debt is subject to  the
volatility in short term interest rates.  At these levels,  a  1%
change  in interest rates could impact annual pre-tax results  by
approximately $7.3 million.  During 2000, the Company expects  to
enter into additional interest rate swap transactions in order to
reduce   its   susceptibility   to   potential   interest    rate
fluctuations.

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 ability of the Company
to  remain  in  compliance with its debt convenants is  dependent
upon,  among other things, the sale or other disposition  of  the
Kalamazoo  Mill  at a satisfactory price and the Company  meeting
its financial plan; 2)  future years' revenue growth is dependent
on numerous factors, including the continued strength of the U.S.
economy,  the  actions  of  competitors and  customers,  possible
future governmental regulations, 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)
future  improvements  in  margins will depend  upon  management's
ability to improve cost efficiencies and maintain profitable long-
term  customer relationships; 4)  the benefits of the integration
to be realized in 2000 and 2001 are uncertain because of possible
increases  in costs and delays; 5)  expected savings in  selling,
general and administrative expenses might not be realized due  to
the  need  for  additional people, further  support  services  or
increased labor costs; 6)  the sale or other disposition  of  the
Kalamazoo  Mill  and  related timing and amount  of  proceeds  is
dependent on finding a buyer or other arrangement on satisfactory
terms;  7)   revenues  may  be  affected  by  plant  closures  if
customers  find  alternative suppliers or if the Company  is  not
able  to  efficiently  move  business  or  to  qualify  at  other
facilities; 8)  operating margins might decrease in 2000 and 2001
due  to  competitive pricing of products sold  and  increases  in
costs,  including costs for raw materials such as paperboard  and
variances  and timing of cost increases, and the ability  of  the
Company  to  pass  through such increases; and 9)  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.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to Financial Statements


     Consolidated Financial Statements:                  Page(s)

          Report of Independent Accountants                29

          Consolidated Income Statement for the years
            ended December 31, 1999, 1998 and 1997         30-31

          Consolidated Statement of Comprehensive Income
            for the years ended December 31, 1999,
            1998 and 1997                                  31

         Consolidated Balance Sheet at December 31,
            1999 and 1998                                  32

         Consolidated Statement of Cash Flows for the
            years ended December 31, 1999, 1998
            and 1997                                       33

         Consolidated Statement of Shareholders' Equity
            for the years ended December 31, 1999, 1998
            and 1997                                       34

         Notes to Consolidated Financial Statements        35-58

         Schedule II - Valuation and Qualifying Accounts
             for the years ended December 31, 1999,
             1998 and 1997                                 59



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, 1999 and 1998, and the  results
of  their  operations and their cash flows for each of the  three
years  in the period ended December 31, 1999, in conformity  with
accounting  principles generally accepted in the  United  States.
In  addition,  in  our opinion, the financial statement  schedule
listed  in the accompanying index presents fairly in all material
respects,  the  information  set  forth  therein  when  read   in
conjunction  with the related consolidated financial  statements.
These  financial statements and the financial statement  schedule
are   the   responsibility  of  the  Company's  management;   our
responsibility  is  to  express an  opinion  on  these  financial
statements  and  the financial statement schedule  based  on  our
audits.    We  conducted  our  audits  of  these  statements   in
accordance  with  auditing standards generally  accepted  in  the
United  States, 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
March 1, 2000



MANAGEMENT'S REPORT TO SHAREHOLDERS

     The  preparation, integrity and objectivity of the financial
statements and all other financial information included  in  this
annual  report  are 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,  provides  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  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.


GAIL A. CONSTANCIO                      JOHN S. NORMAN
Chief Financial Officer                      Corporate Controller




                   ACX TECHNOLOGIES, INC.
              CONSOLIDATED INCOME STATEMENT
         (In thousands, except per share data)

                                        Year Ended December 31,
                                        1999        1998        1997
                                    --------    --------    --------
Sales                               $723,760    $571,899    $312,938
Sales to Coors Brewing Company       107,645     119,878     113,323
                                    --------    --------    --------
Total sales                          831,405     691,777     426,261

Cost of goods sold                   707,758     567,533     332,653
                                    --------    --------    --------
Gross profit                         123,647     124,244      93,608

Selling, general and
  administrative expense              73,685      68,824      67,227

Goodwill amortization                 11,533       7,785       3,209
Asset impairment and
  restructuring charges                7,813      21,391      21,880
                                    --------    --------    --------
Operating income                      30,616      26,244       1,292

  Gain from sale of businesses        30,236         ---         ---
  Other income (expense) - net           618         576        (407)
  Interest expense                   (28,550)    (21,978)     (8,556)
  Interest income                      2,643       5,362       5,606
                                    --------    --------    --------
Income (loss) from continuing
  operations before income taxes
  and extraordinary loss              35,563      10,204      (2,065)

  Income tax expense                  14,045       4,751         207
                                    --------    --------    --------
Income (loss) from continuing
  operations before extraordinary
  loss                                21,518       5,453      (2,272)

Discontinued operations, net of tax
  Income from discontinued
   operations of CoorsTek             15,637      15,812      29,988
  Loss on disposal of Golden
   Aluminum                           (6,456)        ---         ---
  Loss from discontinued operations
   of Kalamazoo Mill                  (3,108)        ---         ---
                                    --------    --------    --------
                                       6,073      15,812      29,988
                                    --------    --------    --------
Income before extraordinary item      27,591      21,265      27,716

Extraordinary loss on early
  extinguishment of
  debt, net of tax of $1,312          (2,332)        ---         ---
                                    --------    --------    --------
Net income                           $25,259     $21,265     $27,716
                                    ========    ========    ========



                     ACX TECHNOLOGIES, INC.
                  CONSOLIDATED INCOME STATEMENT
              (In thousands, except per share data)

                                         Year Ended December 31,
                                        1999        1998        1997
                                    --------    --------    --------
Net income per basic share of
  common stock:

  Continuing operations                $0.76       $0.19      ($0.08)

  Discontinued operations               0.21        0.56        1.07

  Extraordinary loss                   (0.08)        ---         ---
                                    --------    --------    --------
Net income per basic share             $0.89       $0.75       $0.99
                                    ========    ========    ========
Weighted average shares
  outstanding - basic                 28,475      28,504      28,118
                                    ========    ========    ========
Net income per diluted share of
  common stock:

  Continuing operations                $0.75       $0.19      ($0.08)

  Discontinued operations               0.21        0.54        1.04

  Extraordinary loss                  (0.08)         ---         ---
                                    --------    --------    --------
Net income per diluted share           $0.88       $0.73       $0.96
                                    ========    ========    ========
Weighted average shares
outstanding - diluted                 28,767      29,030      28,885
                                    ========    ========    ========

See Notes to Consolidated Financial Statements.



                     ACX TECHNOLOGIES, INC.
         CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                         (In thousands)

                                           Year Ended December 31,
                                        1999        1998        1997
                                    --------    --------    --------
Net income                           $25,259     $21,265     $27,716
                                    --------    --------    --------
Other comprehensive income:
  Foreign currency translation
    adjustments:
    Adjustments arising during the
      period                           1,686      (3,218)     (3,127)
    Reclassifications for amounts
      already included
      in net income                    3,362         ---         ---
    Minimum pension liability
      adjustment, net
      of tax of $354 in 1999 and
      $459 in 1998                       531       (688)         ---
                                    --------    --------    --------
Other comprehensive income (loss)      5,579     (3,906)      (3,127)
                                    --------    --------    --------
Comprehensive income                 $30,838     $17,359     $24,589
                                    ========    ========    ========

See Notes to Consolidated Financial Statements.



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

                                                  December 31,
                                                 1999       1998
                                           ----------   --------
ASSETS
Current assets
  Cash and cash equivalents                   $15,869    $26,196
  Accounts receivable, less allowance for
    doubtful accounts of $2,153 in 1999
    and $2,140 in 1998                         66,414     51,635
  Accounts receivable from Coors Brewing        2,348      2,084
  Notes receivable                            200,000     60,568
  Inventories                                 119,389     92,329
  Deferred income taxes                        18,026     12,095
  Other assets                                  7,418      7,740
  Net current assets of discontinued
    operations                                  4,501     71,908
                                           ----------   --------
    Total current assets                      433,965    324,555

Properties, net                               427,489    242,367
Goodwill, net                                 490,558    194,733
Other assets                                   54,527      7,556
Net noncurrent assets of discontinued
  operations                                  220,499     76,811
                                           ----------   --------
Total assets                               $1,627,038   $846,022
                                           ==========   ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt       $400,000    $86,300
  Accounts payable                             56,165     34,403
  Accrued salaries and vacation                10,608      5,988
  Accrued expenses and other liabilities       74,418     45,320
                                           ----------   --------
  Total current liabilities                   541,191    172,011

Long-term debt                                615,500    183,000
Accrued postretirement benefits                17,405     17,177
Other long-term liabilities                    24,492     12,500
                                           ----------   --------
  Total liabilities                         1,198,588    384,688

Minority interest                               5,140     13,379
Commitments and contingencies (Note 14)           ---        ---

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 shares authorized;
  28,576,771 and 28,415,000 issued
  and outstanding at December 31,
  1999 and 1998                                   286        284
Paid-in capital                               422,885    451,401
Retained earnings                                 ---      1,710
Accumulated other comprehensive income
  (loss)                                          139     (5,440)
                                           ----------   --------
  Total shareholders' equity                  423,310    447,955
                                           ----------   --------
Total liabilities and shareholders'
  equity                                   $1,627,038   $846,022
                                           ==========   ========

See Notes to Consolidated Financial Statements.



                 ACX TECHNOLOGIES, INC.
            CONSOLIDATED STATEMENT OF CASH FLOWS
                      (In thousands)

                                        Year Ended December 31,
                                      1999       1998       1997
                                   -------    -------    -------
Cash flows from operating
activities:
  Net income                       $25,259    $21,265    $27,716
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Asset impairment and
      restructuring charges          7,813     34,488     21,880
    Gain on sale of businesses
      and other assets             (30,236)       ---       (391)
    Loss on disposal of Golden
      Aluminum                      10,000        ---        ---
    Depreciation                    63,602     48,764     38,597
    Amortization                    15,393      8,743      4,066
    Change in net deferred
      income taxes                    (908)     7,305     12,335
    Change in current assets
      and current liabilities,
      net of effects from
      acquisitions
      Accounts receivable            3,757      2,865     11,603
      Inventories                    5,664     (1,232)    17,769
      Other assets                  (6,866)     5,369      7,349
      Accounts payable              29,237    (18,151)    (1,462)
      Accrued expenses and
        other liabilities           20,392    (12,300)   (22,229)
    Change in deferred items
      and other                     (7,969)       178        179
                                  --------    -------   --------
Net cash provided by operating
  activities                       135,138     97,294    117,412

Cash flows used in investing
  activities:
    Additions to properties        (91,455)   (78,463)   (56,213)
    Acquisitions, net of cash
      acquired                    (905,069)  (300,774)   (44,718)
    Proceeds from sale of assets   170,526    131,899     13,594
    Other                           13,812       (369)    (4,283)
                                  --------   --------   --------
Net cash used in investing
  activities                      (812,186)  (247,707)   (91,620)

Cash flows from financing
activities:
    Proceeds from issuance of
      debt                       1,613,400    126,800        ---
    Repayment of debt             (957,200)       ---        ---
    Stock issuance and other        10,521        454      7,892
                                 ---------    -------    -------
Net cash provided by financing
  activities                       666,721    127,254      7,892

Cash and cash equivalents:
  Net increase (decrease) in
    cash and cash equivalents      (10,327)   (23,159)    33,684
  Balance at beginning of year      26,196     49,355     15,671
                                 ---------    -------    -------
  Balance at end of year           $15,869    $26,196    $49,355
                                 =========    =======    =======


Cash flows from discontinued operations have not been excluded
from the Consolidated Statement of Cash Flows.

See Notes to Consolidated Financial Statements.



                      ACX TECHNOLOGIES, INC.
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        (In thousands)

                                                   Accumulated
                                        Retained      Other
                     Common   Paid-in   Earnings  Comprehensive
                      Stock   Capital   (Deficit) Income (Loss)    Total
                     ------  --------   --------- ------------- --------
Balance at
  December 31, 1996    $279  $443,302   ($47,271)      $1,593   $397,903

Exercise of stock
  options                 4     5,168        ---          ---      5,172
Tax benefit of
  option exercise        ---    1,359        ---          ---      1,359
Issuance of common
  stock                   1     1,507        ---          ---      1,508
Net income              ---       ---     27,716          ---     27,716
Cumulative
  translation
  adjustment            ---       ---        ---       (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

Issuance of common
  stock                   2     3,816        ---          ---      3,818
Net income              ---       ---     25,259          ---     25,259
CoorsTek dividend       ---   (32,332)   (26,969)         ---    (59,301)
Minimum pension
  liability
  adjustment            ---       ---        ---          531        531
Cumulative
  translation
  adjustment            ---       ---        ---        5,048      5,048
                       ----  --------   --------       ------   --------
Balance at
  December 31, 1999    $286  $422,885      $---          $139   $423,310
                       ====  ========   ========       ======   ========

See Notes to Consolidated Financial Statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Summary of Significant Accounting Policies

     Nature of Operations:  ACX Technologies, Inc. (the Company),
through  its  principal  subsidiary  Graphic  Packaging,   is   a
manufacturer  of  packaging products  used  by  consumer  product
companies  as primary packaging for their end-use products.   The
Company's  strategy is to maximize its competitive  position  and
growth  opportunities  in  its core  business,  folding  cartons.
Toward  this  end, over the past several years  the  Company  has
acquired  two  significant  folding  carton  businesses  and  has
disposed  of  several  noncore  businesses  and  under-performing
assets.

     CoorsTek   (formerly  known  as  Coors   Ceramics   Company)
develops,  manufactures  and  sells advanced  technical  products
across   a  wide  range  of  product  lines  for  a  variety   of
applications.  On December 31, 1999, the Company distributed 100%
of  CoorsTek's  shares  of common stock to the  ACX  Technologies
shareholders  in  a tax-free transaction.  Shareholders  received
one  share  of  CoorsTek  stock for  every  four  shares  of  ACX
Technologies  stock held.  CoorsTek issued a promissory  note  to
ACX Technologies on December 31, 1999 totaling $200.0 million  in
satisfaction of outstanding intercompany obligations at the  time
of  the  spin-off and as a one-time, special dividend.  The  note
was  paid  in  full  on January 4, 2000.   No gain  or  loss  was
recognized  by  ACX  Technologies as a  result  of  the  spin-off
transaction.

     Amounts  included in the notes to the consolidated financial
statements  pertain to continuing operations only,  except  where
otherwise noted.

     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.

     Use  of  Estimates:  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    charges,
restructuring charges and the estimated sales price and  related
preliminary goodwill allocation for the Kalamazoo Mill.   Actual
results  could differ from these estimates making it  reasonably
possible  that a change in these estimates could  occur  in  the
near term.

     Reclassifications:  Certain 1998 and 1997 amounts have been
reclassified to conform to the 1999 presentation.

     Concentration  of Credit Risk:  Approximately  33%  of  the
Company's 1999 net sales consist of sales to two customers.

     Revenue Recognition:  Revenue is generally recognized  when
goods are shipped.

     Inventories: Inventories are stated at the lower of cost or
market.   Cost  is determined by the first-in, first-out  (FIFO)
method.

     The  classification of inventories, in thousands, at Decem-
ber 31, was as follows:

                               1999       1998
                           --------    -------
     Finished              $ 55,451    $40,594
     In process              20,466     15,409
     Raw materials           43,472     36,326
                           --------    -------
       Total inventories   $119,389    $92,329
                           ========    =======

     Properties:   Land,  buildings,  equipment  and  purchased
software  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                              30 years
     Machinery and equipment                3 to 15 years
     Building and leasehold improvements    The shorter of the
                                            useful life, lease
                                            term or 15 years

     The  cost of properties and related accumulated deprecia-
tion, in thousands, at December 31, consisted of the following:

                                         1999         1998
                                     --------     --------
     Land and improvements            $11,926      $13,577
     Buildings and improvements       102,405       71,508
     Machinery and equipment          373,085      265,516
     Real estate properties             5,944       10,251
     Construction in progress          78,785       17,212
                                     --------     --------
                                      572,145      378,064
     Less accumulated depreciation    144,656      135,697
                                     --------     --------
       Net properties                $427,489     $242,367
                                     ========     ========

     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.

      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  (30  years).
Goodwill  was  $514.0  million at December 31,  1999  and  $210.7
million  at  December 31, 1998, less accumulated amortization  of
$23.4   million  and  $16.0  million,  respectively.   Additional
goodwill   of   approximately  $106  million,  less   accumulated
amortization  of approximately $2 million, has been preliminarily
allocated to the Kalamazoo Mill discontinued operations.

      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
million  under  this share repurchase program.   No  shares  were
repurchased in 1999.  The Credit Agreement entered into  in  1999
currently prohibits additional share repurchases.

      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.  Through January  1999,
the  Company also periodically entered into forward,  future  and
option  contracts for commodities to hedge its exposure to  price
fluctuations.  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 $175.0 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.  The Company has
also  entered  into  interest  rate swap  agreements  for  $100.0
million of its short-term borrowings.  (See Note 7.)

       Earnings per Share:  Following is a reconciliation between
basic and diluted earnings per common share for each of the three
years   ended  December  31,  (in  thousands,  except  per  share
information):

                                                    Per
                                                    Share
                                  Income   Shares   Amount
1999                             -------   ------   ------
Income (loss) from continuing
  operations -- basic EPS        $21,518   28,475    $0.76
Other dilutive equity
  instruments                                 292
                                 -------   ------    -----
Income (loss) from continuing
  operations -- diluted EPS      $21,518   28,767    $0.75
                                 =======   ======    =====

1998
Income (loss) from continuing
  operations -- basic EPS         $5,453   28,504    $0.19
Other dilutive equity
  instruments                                 526
                                 -------   ------    -----
Income (loss) from continuing
  operations -- diluted EPS       $5,453   29,030    $0.19
                                 =======   ======    =====

1997
Income (loss) from continuing
  operations -- basic EPS         $2,272   28,118   ($0.08)
Other dilutive equity
  instruments                                 767
                                 -------   ------    -----
Income (loss) from continuing
  operations -- diluted EPS       $2,272   28,885   ($0.08)
                                 =======   ======    =====

       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 $2.8 million,  $8.7
million and $5.2 million in 1999, 1998 and 1997, respectively.

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

                                   1999      1998      1997
                                -------   -------    ------
Total interest costs            $30,523   $22,308    $9,016
Interest capitalized              1,973       330       460
Interest expense                 28,550    21,978     8,556
Interest paid                    25,320    19,454     8,536

      Non-cash investing and financing activities in 1999 include
the  receipt of a $200 million short-term note in connection with
the  CoorsTek  spin-off, cancellation of  a  $60.0  million  note
receivable when Golden Aluminum was returned to the Company,  and
the issuance of shares of common stock valued at $3.2 million  in
exchange for compensation and other services.

      Environmental  Expenditures  and  Remediation  Liabilities:
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.

     New  Accounting Standard:  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, 2001 and  the  adoption  of  this
standard  is  not  expected  to have a  material  effect  on  the
Company's financial statements.


Note 2.  Discontinued Operations

     The  historical operating results and losses on the sale  of
the   following   business  segments  have  been  segregated   as
discontinued  operations on the accompanying Consolidated  Income
Statement  for the years ended December 31, 1999, 1998 and  1997.
Net  assets  from  these  discontinued operations  are  similarly
segregated  on the face of the accompanying Consolidated  Balance
Sheet  as of December 31, 1999 and 1998.  Discontinued operations
have  not been segregated on the Consolidated Statement  of  Cash
Flows.   Asset and business dispositions which do not  constitute
the discontinuation of a business segment are discussed in Note 4.

     CoorsTek Spin-off

     On  December  31,  1999,  the Company  distributed  100%  of
CoorsTek's  shares  of  common  stock  to  the  ACX  Technologies
shareholders  in  a tax-free transaction.  Shareholders  received
one  share  of  CoorsTek  stock for  every  four  shares  of  ACX
Technologies  stock held.  CoorsTek issued a promissory  note  to
ACX Technologies on December 31, 1999 totaling $200.0 million  in
satisfaction of outstanding intercompany obligations at the  time
of  the  spin-off and as a one-time, special dividend.  The  note
was  paid  in  full  on January 4, 2000.   No gain  or  loss  was
recognized  by  ACX  Technologies as a  result  of  the  spin-off
transaction.  Interest expense of $16.0 million, $3.6 million and
$0.1  million  was  allocated to the discontinued  operations  of
CoorsTek  in  1999,  1998  and  1997,  respectively,  based  upon
intercompany   debt,   plus  CoorsTek's   allocation   of   total
consolidated debt at the time of the spin-off in 1999.

     Golden Aluminum

     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 pre-tax charges of $155.0 million for anticipated losses
upon  the  disposition  and estimated  operating  losses  of  the
business through the disposition date.  In March of 1997,  Golden
Aluminum  was sold for $70.0 million, of which $10.0 million  was
paid  at closing and $60.0 million was due within two years.   In
December of 1998, the Company extended the due date on the  $60.0
million payment until September 1, 1999.  In accordance with  the
purchase  agreement, the purchaser exercised its right to  return
Golden Aluminum to the Company on August 23, 1999 in discharge of
the  $60.0  million  obligation.  The initial  payment  of  $10.0
million  was  nonrefundable.  The Company subsequently  sold  the
assets of Golden Aluminum to another buyer for approximately  $41
million  on  November 5, 1999.  An additional pre-tax  charge  of
$10.0  million  was  recorded in 1999  related  to  the  ultimate
disposition of Golden Aluminum.

     Kalamazoo Mill

     The  Company purchased the Kalamazoo Mill on August 2,  1999
as  part of the acquisition of the Fort James packaging business.
See  related  discussion  of this acquisition  in  Note  3.   The
Kalamazoo  Mill produces recycled paperboard.  In December  1999,
the  Board  of  Directors approved a plan to offer the  Kalamazoo
Mill for sale.  The Company is pursuing the sale of the Kalamazoo
Mill,  as  well  as evaluating other strategic alternatives.   An
estimated fair value of $225 million has been ascribed to the net
assets of the Kalamazoo Mill at December 31, 1999, which includes
approximately  $106  million  of  goodwill  allocated  from   the
continuing  operations  of  the  Fort  James  packaging  business
acquisition.  The amount of preliminary goodwill allocated to the
Kalamazoo  Mill  is  subject  to  change  upon  sale   or   other
disposition of the Kalamazoo Mill.  As a result, no gain or  loss
will   be   recorded  upon  the  sale.   The  Company   allocated
approximately  $8  million of interest expense to  the  Kalamazoo
Mill  for  the  period August 2, 1999 through December  31,  1999
based upon the estimated fair value of $225 million.  The Company
expects  to  finalize  the  sale  or  other  disposition  of  the
Kalamazoo Mill in the second or third quarter of 2000.
Financial Data - Discontinued Operations

     Financial  data  for  CoorsTek,  Golden  Aluminum  and   the
Kalamazoo Mill for the years ended December 31, in thousands, are
summarized as follows:

                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1999
Net Sales                    $365,061       $---    $18,750   $383,811
                             ========   ========   ========   ========
Income (loss) from
  operations before
  income taxes                $25,117       $---    ($5,208)   $19,909
Income tax expense
  (benefit)                     9,480        ---     (2,100)     7,380
                             --------   --------   --------   --------
Income (loss) from
  operations                   15,637        ---     (3,108)    12,529

Income (loss) from
  disposal, before
  taxes                          ---     (10,000)       ---    (10,000)
Income tax benefit
  (expense)                      ---       3,544        ---      3,544
                             --------   --------   --------   --------
Net income (loss)             $15,637    ($6,456)   ($3,108)    $6,073
                             ========   ========   ========   ========
Per basic share of
  common stock:
  Income (loss) from
    operations                  $0.55       $---     ($0.11)     $0.44
  Income (loss) on
    disposal                      ---      (0.23)       ---      (0.23)
                             --------   --------   --------   --------
Net income (loss) per
  basic share                   $0.55     ($0.23)    ($0.11)     $0.21
                             ========   ========   ========   ========
Per diluted share of
  common stock:
  Income (loss) from
    operations                  $0.54       $---     ($0.11)     $0.43
  Income (loss) on
    disposal                      ---      (0.22)       ---      (0.22)
                             --------   --------   --------   --------
Net income (loss) per
  diluted share                 $0.54     ($0.22)    ($0.11)     $0.21
                             ========   ========   ========   ========

Current assets                    ---        ---    $18,449    $18,449
Current liabilities               ---        ---    (13,948)   (13,948)
                             --------   --------   --------   --------
Net current assets                ---        ---     $4,501     $4,501

Noncurrent assets                 ---        ---   $224,619   $224,619
Noncurrent liabilities            ---        ---     (4,120)    (4,120)
                             --------   --------   --------   --------
Net noncurrent assets             ---        ---   $220,499   $220,499
                             ========   ========   ========   ========

[a]  Represents five months operating results.


                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1998
Net Sales                    $296,614       $---       $---   $296,614
                             ========   ========   ========   ========
Income from operations
  before income taxes         $25,361       $---       $---    $25,361
Income tax expense              9,549        ---        ---      9,549
                             --------   --------   --------   --------
Income from operations         15,812        ---        ---     15,812

Net income                    $15,812       $---       $---    $15,812
                             ========   ========   ========   ========

Net income per basic share      $0.56       $---       $---      $0.56
                             ========   ========   ========   ========

Net income per diluted share    $0.54       $---       $---      $0.54
                             ========   ========   ========   ========

Current assets               $105,508        ---        ---   $105,508
Current liabilities           (33,600)       ---        ---    (33,600)
                             --------   --------   --------   --------
Net current assets            $71,908        ---        ---    $71,908
                             ========   ========   ========   ========

Noncurrent assets            $158,394        ---        ---   $158,394
Noncurrent liabilities        (81,583)       ---        ---    (81,583)
                             --------   --------   --------   --------
Net noncurrent assets         $76,811        ---        ---    $76,811
                             ========   ========   ========   ========


                                         Golden   Kalamazoo
                             CoorsTek   Aluminum    Mill[a]      Total
                             --------   --------  ---------   --------
1997
Net Sales                    $304,824    $38,995       $---   $343,819
                             ========   ========   ========   ========
Income  from operations
  before income taxes         $48,180       $---       $---    $48,180
Income tax expense             18,192        ---        ---     18,192
                             --------   --------   --------   --------
Income from operations         29,988        ---        ---     29,988

Net income                    $29,988       $---       $---    $29,988
                             ========   ========   ========   ========

Net income per basic share      $1.07       $---       $---      $1.07
                             ========   ========   ========   ========

Net income per diluted share    $1.04       $---       $---      $1.04
                             ========   ========   ========   ========


Note 3.  Acquisitions

     1999 Acquisitions

     On  August  2,  1999, the Company acquired  the  assets  and
liabilities of the packaging manufacturing business of Fort James
Corporation for cash consideration of approximately $849 million,
including  a  working  capital price adjustment  and  transaction
costs.   The Fort James acquisition, which included 12 converting
operations  located  throughout  North  America  and  a  recycled
paperboard  mill  located in Kalamazoo, Michigan  (the  Kalamazoo
Mill)   has  been  accounted  for  under  the  purchase   method.
Accordingly, the excess of the purchase price over the fair value
of  the  assets  and  liabilities acquired of approximately  $448
million is being amortized using the straight-line method over 30
years.    Approximately  $342  million  of  goodwill   has   been
preliminarily   allocated  to  the  folding   carton   converting
operations  and approximately $106 million has been preliminarily
allocated  to  the Kalamazoo Mill discontinued  operations.   The
folding  carton  business of Fort James was a major  supplier  of
folding  cartons  to  leading  consumer  product  companies   for
packaging  food.  The folding carton business of Fort  James  has
been included in the Company's results since August 2, 1999.

     In  December 1999, the Board of Directors adopted a plan  to
offer  the  Kalamazoo  Mill for sale in order  to  focus  on  the
Company's core folding carton business.  The Kalamazoo  Mill  was
included  in  the  August 2, 1999 Fort James  packaging  business
acquisition.   The  operating  results  and  net  assets  of  the
Kalamazoo Mill have been segregated as discontinued operations in
the    Consolidated   Income   Statement   and   Balance   Sheet.
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 the Kalamazoo Mill for the year ended December 31, 1999.

     In   connection  with  the  Fort  James  packaging  business
acquisition,    the   Company   is   continuing    to    evaluate
rationalization   opportunities   within   the   folding   carton
converting  operations  to reduce overall operating  costs  while
maintaining  capacity.  This includes evaluation of the  capacity
of  the  Company's  web press facilities and  evaluation  of  the
opportunity  to  transfer business among the  various  web  press
facilities.    The   Company   expects   additional   costs    of
approximately  $2  million  may be incurred  in  connection  with
further  plant rationalizations, related primarily  to  severance
and  other plant shutdown costs.  The Company expects to finalize
its  rationalization  plan by June 30, 2000.   Costs  related  to
shutting  down  a  facility acquired in the Fort James  packaging
business  acquisition will be accounted for  as  a  cost  of  the
acquisition, with a resultant adjustment to goodwill.

     The  following  unaudited  pro  forma  information  for  ACX
Technologies  has  been prepared assuming  that  the  Fort  James
packaging business acquisition had occurred on January  1,  1998.
The   pro   forma  information  includes  adjustments   for   (1)
amortization of goodwill, (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  Kalamazoo  Mill, CoorsTek and  Golden  Aluminum  are
reflected  as discontinued operations in the unaudited pro  forma
financial   information.   The  unaudited  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 actually occurred on January 1, 1998 nor
is  it  necessarily indicative of the results of operations which
may occur in the future.

                                      Pro Forma      Pro Forma
                                     Year Ended      Year Ended
                                    December 31,    December 31,
                                        1999            1998
                                     (Unaudited)    (Unaudited)
(In thousands, except per           ------------    ------------
 share data)

Net sales                             $1,144,855      $1,239,547
                                      ==========      ==========
Income (loss) from continuing
  operations, before
  extraordinary loss                      $3,933       ($25,795)
                                      ==========      ==========

Net income (loss)                         $3,982       ($15,107)
                                      ==========      ==========
Income (loss) from continuing
  operations, before
  extraordinary loss per basic
  share of common stock                    $0.14         ($0.90)
                                      ==========      ==========
Income (loss) from continuing
  operations, before
  extraordinary loss per diluted
  share of common stock                    $0.14         ($0.90)
                                      ==========      ==========
Net income (loss) per basic share
  of common stock                          $0.14         ($0.53)
                                      ==========      ==========
Net income (loss) per diluted
  share of common stock                    $0.14         ($0.53)
                                      ==========      ==========

      On  March 12, 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  closing.   These  warrants were converted  into  warrants  to
purchase  shares of CoorsTek stock following the  spin-off.   The
warrants  were recorded as an increase in the purchase  price  at
their  estimated fair value on the date of acquisition using  the
Black-Sholes  pricing model.  The acquisition has been  accounted
for  under  the purchase method of accounting.  Accordingly,  the
excess  of  the purchase price over the fair value of net  assets
acquired  of $20.2 million is being amortized using the straight-
line  method over 20 years.  Precision Technologies,  located  in
Livermore, California, manufactures precision-machined parts  for
the  semiconductor, medical and aircraft industries.  The results
of  Precision Technologies since March 12, 1999 are  included  in
the discontinued operations of CoorsTek.

       On  March  1,  1999,  the  Company  acquired  all  of  the
outstanding  shares of Edwards Enterprises for approximately  $18
million.   The  acquisition  has been  accounted  for  under  the
purchase  method.  Accordingly, the excess of the purchase  price
over  the  fair value of net assets acquired of $4.2  million  is
being  amortized using the straight-line method  over  20  years.
Edwards  Enterprises, located in Newark, California, manufactures
precision-machined  parts  for the semiconductor  industry.   The
results  of Edwards Enterprises since March 1, 1999 are  included
in the discontinued operations of CoorsTek.

      In  December 1999, CoorsTek acquired all of the outstanding
shares of Doo Young Semitek Co., Ltd. for $3.6 million.  The name
of  Doo  Young  Semitek  Co., Ltd. was  subsequently  changed  to
CoorsTek-Korea.  The acquisition has been accounted for under the
purchase  method  of accounting and goodwill of $2.5  million  is
being  amortized  over  15  years.   CoorsTek-Korea,  located  in
Kyungbook, South Korea, manufactures technical ceramic parts  for
the  semiconductor industry.  The results of CoorsTek-Korea since
December  1999  are  included in the discontinued  operations  of
CoorsTek.

     1998 Acquisitions

     On  January 14, 1998, the Company acquired Britton Group plc
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.   Britton  was an international packaging group  operating
through  two  principal divisions: folding cartons and  plastics.
The   folding  cartons  division,  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  by  the  Company  on
April  20, 1998, operated in the United Kingdom and included  the
extrusion, conversion and printing of polyethylene into films and
bags   for   industrial  customers.   The  results  of  Universal
Packaging  are reflected in the accounts of the Company beginning
January  14,  1998.   The Plastics Division was  reflected  as  a
discontinued operation through the April 20, 1998 disposal date.

     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.
Filpac  was included in the Company's September 2, 1999  sale  of
certain flexible packaging plants.

      1997 Acquisition

      In  order  to broaden its material base, CoorsTek  acquired
Tetrafluor,  Inc.  for $15.8 million in August 1997.   Tetrafluor
manufactures Teflon[R] fluoropolymer  sealing systems  and compo-
nents for use in the  aerospace,  industrial  and  transportation
industries.  The acquisition was accounted for under the purchase
method   of   accounting  and,  accordingly,   the   discontinued
operations  of  CoorsTek 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 4.  Dispositions

     1999 Dispositions

Flexible Packaging Plants

      On  September  2,  1999,  the  Company  sold  its  flexible
packaging  plants  to Sonoco Products Company  for  approximately
$105  million  in cash.  The Company used the proceeds  from  the
sale, less transaction costs, to reduce debt associated with  its
recent acquisition of the packaging business of Fort James.   The
Company  recorded a pre-tax gain of $22.7 million  and  after-tax
gain  of  $13.6 million or $0.48 per share on a basic  basis  and
$0.47 per share on a diluted basis.

Solar Electric Business

     On August 3, 1999, the Company sold its majority interest in
a  group  of  solar  electric distribution companies  to  Kyocera
International,  Inc.,  a  wholly  owned  subsidiary  of   Kyocera
Corporation.  The Company realized $30.8 million in cash of which
$20.8 million was consideration for the Company's equity position
and  $10.0 million was for the repayment of certain debt owed  to
the  Company.  The Company used the proceeds from the sale,  less
transaction  costs,  to reduce debt associated  with  its  recent
acquisition of the packaging business of Fort James.  The pre-tax
gain  recorded in conjunction with this transaction totaled  $7.5
million  while  the  post-tax gain was $4.5  million.   Resultant
earnings per share on a basic and diluted basis for the  gain  on
this sale were $0.16.

     1998 Dispositions

Britton Group Plastics Division

     On  April  20, 1998, the Company sold the Plastics  Division
for approximately pounds 82 million, or $135.0 million, including
pounds  80 million  in cash  and  a  pounds  2 million,  5%  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.

     Subsequent  to 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
breakeven 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.


Note 5.  Asset Impairment and Restructuring Charges

     Asset Impairment Charges

      The Company recorded a total of $5.9 million, $19.4 million
and  $16.6 million in asset impairment charges in 1999, 1998  and
1997,  respectively.   Goodwill impairment of  $5.5  million  was
included  in  the 1998 charge.  The remainder of the 1998  charge
consisted of fixed asset impairments.  The 1999 and 1997  charges
consisted entirely of fixed asset impairments as described below.

     1999:   Graphic  Packaging recorded $5.9  million  of  asset
impairment charges in 1999 due to decisions to close its Boulder,
Colorado  and  Saratoga Springs, New York plants  in  2000.   The
Boulder,  Colorado plant has been replaced by a new manufacturing
facility  in Golden, Colorado, which will use advanced  equipment
to  improve the production process.  The Company expects to close
the  Boulder  plant in the third quarter of 2000.   The  Saratoga
Springs  plant  operates  at higher overhead  levels  than  other
plants  and  uses  gravure  press  technology.   Therefore,   the
decision was made to sell the Saratoga Springs building; move the
business  to  other  folding carton plants; and  dispose  of  the
gravure   technology  presses  at  Saratoga   Springs.    Boulder
writedowns  totaled $2.9 million and Saratoga Springs  writedowns
totaled $3.0 million.

     1998:  Graphic  Packaging recorded $18.5  million  in  asset
impairment charges in 1998.  Deterioration of the performance  at
certain  flexible packaging 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.   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  flexible
divisional  office in North Carolina.  Therefore, the  long-lived
assets  and related goodwill were written down to their estimated
market values.

      The  Company recorded net asset impairment charges of  $0.9
million  in  its  Other businesses during  1998.   These  charges
included  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 were 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
a  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.

      1997:   During  1997, the Company recorded a $16.6  million
asset  impairment charge when it adopted a plan to  limit  future
funding  for  a  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.

     Restructuring Charges

     The  Company  recorded restructuring charges  totaling  $1.9
million,  $2.0 million and $5.3 million in 1999, 1998  and  1997,
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
                  ------------- ----- --------- ---------- ----- -----
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

1999 restructuring
 charges                ---       ---     ---       1.9      ---   1.9
Cash paid               ---       ---     ---      (1.8)     ---  (1.8)
                      -----     -----    ----     -----     ---- -----
Balance,
 December 31, 1999     $---      $---    $---      $1.9     $---  $1.9
                      =====     =====   =====    ======    ===== =====

       1999:    Graphic   Packaging  recorded  a   $1.9   million
restructuring  charge  pursuant to a plant  rationalization  plan
approved  by  the  Company's Board of  Directors  in  the  fourth
quarter.   The  Company has instituted this plan to  further  its
goal  of  refining its focus on folding carton packaging  and  to
reduce  headcount.  All of the 1999 charge relates to  severance,
primarily  at the Company's Lawrenceburg, Tennessee manufacturing
plant.   In total, 14 administrative and 59 plant positions  will
be  eliminated at an estimated cost of  $1.9 million.   Severance
packages have been offered commensurate with employees' positions
and  tenure  with the Company.  The Company paid $0.2 million  in
the fourth quarter of 1999 and expects to make the remaining cash
outlays  and  complete  this restructuring  plan  in  2000.   The
Company  expects  to record additional restructuring  charges  of
approximately  $3.4 million, primarily in the  first  quarter  of
2000,  when  severance packages are communicated to employees  at
the Saratoga Springs plant.

      1998:  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 $1.6 million during 1999.

     1997:  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.

      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 in 1997.  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.


Note 6.  Indebtedness

     Long-term debt, in thousands, consisted of the following  as
of December 31:
                                                  1999       1998
                                              --------   --------
     One year term loan due August 1, 2000,
       interest at Eurodollar rate            $375,000       $---
     Five year term loan due August 2, 2004,
       interest at Eurodollar rate             325,000        ---
     $400  million  revolving  credit
       facility due August 2, 2004,
       interest at Eurodollar rate             315,500        ---
     7.8% unsecured notes due November 1,
       1999                                        ---     70,000
     8.1% unsecured notes due November 1,
       2001                                        ---     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                          1,015,500    319,300
     Less current maturities                   400,000     86,300
     Less long-term debt allocated to
       CoorsTek                                    ---     50,000
                                             ---------   --------
         Total long-term debt                 $615,500   $183,000
                                             =========   ========

      On  August 2, 1999, the Company entered into a $1.3 billion
revolving  credit and term loan agreement (the Credit Agreement),
which  established  three  term loans and  one  revolving  credit
facility (collectively, the Senior Credit Facilities).  A 180-day
term loan was fully repaid on November 5, 1999, leaving a balance
of  $1,015.5  million in debt outstanding on December  31,  1999.
Proceeds  from the Senior Credit Facilities were used to  finance
the  $849.0  million  acquisition of  the  Fort  James  packaging
business and to prepay the Company's outstanding borrowings  from
the  1998  facilities  described  above.   The  Company  and  its
subsidiaries  have pledged all material assets as collateral  for
the Senior Credit Facilities.

      The  five-year  term loan is due in quarterly  installments
beginning with the first quarter of 2000.  Total installments for
2000   through  2003,  respectively,  are  $25.0  million,  $50.0
million,  $70.0 million and $80.0 million with $50.0 million  due
in  the  first half of 2004 and a final balance of $50.0  million
due  on  August 2, 2004.  The one-year term loan is due on August
1,  2000 and any remaining borrowings under the revolving  credit
facility are due on August 2, 2004.  Mandatory prepayments  under
the  Senior  Credit Facilities are required from the proceeds  of
any  significant asset sale or from the issuance of any  debt  or
equity securities.

      Amounts  borrowed under the Senior Credit  Facilities  bear
interest  under  various  pricing  alternatives  plus  a   spread
depending  on the Company's leverage ratio.  The various  pricing
alternatives include (i) LIBOR, or (ii) the higher of the Federal
Funds  Rate  plus .5% or the prime rate.  Based on this  formula,
the interest rate on the Senior Credit Facilities at December 31,
1999  was 8.98%.  In addition, the Company pays a commitment  fee
that  varies  based  upon the Company's leverage  ratio  and  the
unused  portion of the revolving credit facility.  Debt  issuance
costs  of approximately $30 million are included in other  assets
on  the  Consolidated Balance Sheet and are being amortized  over
the  term  of  the  Senior Credit Facilities as  a  component  of
interest expense.

      The  financial covenants under the Credit Agreement include
maximum  leverage, minimum interest coverage, minimum  net  worth
and  maximum debt to capitalization tests.  At December 31, 1999,
the  Company  was  in  compliance with the  financial  covenants.
Subsequent to year end, the Company amended the Credit  Agreement
primarily  to  relax  the quarterly financial  covenants  through
March  31,  2001.  In addition, the Credit Agreement  limits  the
Company's ability to pay dividends and imposes limitations on the
incurrence  of  additional debt, acquisitions  and  the  sale  of
assets.   In  the event of a default under the Credit  Agreement,
the  lenders  would  have  the right to call  the  Senior  Credit
Facilities  immediately  due  and  refrain  from  making  further
advances  to the Company.  If the Company is unable  to  pay  the
accelerated payments, the lenders could elect to proceed  against
the collateral in order to satisfy the Company's obligations.

      Interest  expense of approximately $8 million was allocated
to  the  discontinued operations of the Kalamazoo Mill  in  1999,
based  upon  an  estimated fair value of $225 million.   Interest
expense  of  $16.0  million, $3.6 million and  $0.1  million  was
allocated  to  the discontinued operations of CoorsTek  in  1999,
1998  and 1997, respectively, based upon CoorsTek's $200  million
allocation of total consolidated debt at the time of the spin-off
for  1999, $50 million of outstanding intercompany debt for 1998,
and  intercompany interest charges or payments for the  usage  or
generation of cash from operations for 1998 and 1997.

      Subsequent to December 31, 1999, the Company repaid  $200.0
million of the one-year term loan facility with the proceeds from
the  spin off of CoorsTek.  In addition, the Company reduced  the
revolving  credit  facility  by  $50  million  to  $400  million.
Proceeds from the sale or other disposition of the Kalamazoo Mill
will be applied to current maturities of debt.

      The  Company incurred debt extinguishment costs  in  August
1999  of $3.6 million when existing debt instruments were  repaid
in  connection  with  the purchase of the  Fort  James  packaging
business through the issuance of new credit facilities.


Note 7.  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.  For 1999 and 1998, 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.  Because the interest rates on the long-term debt as  of
December   31,  1999  are  reset  monthly,  the  carrying   value
approximates  the  fair value of long-term  debt.   The  carrying
amount  and  fair  value  of  the Company's  long-term  debt,  in
thousands, at December 31 is as follows:

                                                1999        1998
      Carrying value of long-term debt        $615,500   $183,000
      Estimated fair value of long-term debt  $615,500   $187,000

      The  Company has entered into interest rate swap agreements
to hedge the underlying interest rates on $100.0 million of short-
term borrowings at an average fixed interest rate of 5.94%.

     In addition, the Company has entered into contracts to hedge
the  underlying  interest rate on $175.0 million  of  anticipated
long-term   borrowings   at   an  average   risk-free   rate   of
approximately 5.9%.  These contracts expire on May  1,  2000,  by
which  time  the  Company  expects to  complete  the  anticipated
borrowings or extend the maturity of the hedging contracts.   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, 1999,
the   unrecognized  gain  associated  with  these  contracts  was
approximately  $6.0 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.   There were no contracts outstanding as  of  December
31,  1999  and the unrecognized loss related to foreign  currency
contracts at December 31, 1998 was $0.2 million.


Note 8.  Operating Leases

      The  Company  leases  a variety of facilities,  warehouses,
offices,  equipment and vehicles under operating lease agreements
that expire in various years.  Future minimum lease payments,  in
thousands,  required as of December 31, 1999, under noncancelable
operating leases with terms exceeding one year, are as follows:

      2000                  $2,424
      2001                   1,960
      2002                   1,102
      2003                     723
      2004 and thereafter      551
                            ------
            Total           $6,760
                            ======

      Operating  lease rentals for warehouse, production,  office
facilities  and equipment amounted to $4.3 million in 1999,  $2.6
million in 1998 and $4.2 million in 1997.


Note 9.  Income Taxes

     The   sources  of  income,  in  thousands,  from  continuing
operations before income taxes and extraordinary loss were:

                                      Year Ended December 31,
                                    1999       1998        1997
                                 -------    -------     -------
Domestic                         $30,468    $12,649     ($8,234)
Foreign                            5,095     (2,445)      6,169
                                 -------    -------     -------
Income from continuing
  operations before income
  taxes and extraordinary loss   $35,563    $10,204     ($2,065)
                                 =======    =======     =======


     The total provision for income taxes, in thousands, included
the following:

                                  Year Ended December 31,
                                1999       1998        1997
                             -------    -------     -------
Current provision:
  Federal                    $13,940     $2,781        $---
  State                        1,741      2,826       2,723
  Foreign                      4,347      2,671       3,727
                             -------    -------     -------
  Total current tax expense  $20,028     $8,278      $6,450
                             =======    =======     =======
Deferred provision:
  Federal                       $800     $8,568     $10,965
  State                          704       (931)      1,278
  Foreign                     (4,963)    (1,615)       (294)
                             -------    -------     -------
  Total deferred tax
    expense (benefit)         (3,459)     6,022      11,949
                             -------    -------     -------
Total income tax expense     $16,569    $14,300     $18,399
                             =======    =======     =======

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

                                   Year Ended December 31,
                                1999       1998        1997
                             -------    -------     -------
Continuing operations        $14,045     $4,751        $207
Discontinued operations        3,836      9,549      18,192
Extraordinary loss            (1,312)       ---         ---
                             -------    -------     -------
  Total expense              $16,569    $14,300     $18,399
                             =======    =======     =======

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

                                      1999        1998
Depreciation and other
  property related                ($32,823)   ($27,869)
Amortization of intangibles            (36)      4,732
Pension and employee benefits        9,123       9,201
Tax credits                         15,152       7,133
Capitalized book interest             (894)        283
Inventory                            1,524       1,509
Accruals                            12,928      11,258
Net operating loss and
  contribution carryovers            1,524       3,989
All other                              108        (377)
                                   -------     -------
  Gross deferred tax asset           6,606       9,859
Less valuation allowance               123       4,284
                                   -------     -------
  Net deferred tax asset            $6,483      $5,575
                                   =======     =======

     The   valuation  allowance  for  deferred  tax  assets   was
decreased  by $4.2 million in 1999 and decreased by $1.3  million
in  1998.   The  decrease  in the valuation  allowance  for  1999
resulted  primarily from the transfer of deferred tax assets  and
associated valuation allowances on the sale of a subsidiary.  The
remaining  valuation allowance relates primarily  to  uncertainty
surrounding  the ultimate deductibility of the remaining  foreign
net operating loss carryforward.

      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:

                                         Year Ended
                                      December 31,
                                    1999     1998     1997
                                   -----    -----   ------
Expected tax rate                  35.0%    35.0%    35.0%
State income taxes (net of
  federal benefit)                  2.9      5.8    (33.1)
Nondeductible expenses and
  losses                            2.0     31.2    (32.5)
Effect of foreign investments      (2.9)    (0.3)   (11.6)
Change in deferred tax asset
  valuation allowance               0.3      5.8    (26.0)
Benefit of Foreign Sales
Corporation                         ---     (4.4)     ---
Research and development and
  other tax credits                 ---    (30.8)    95.5
Other - net                         2.2      4.3    (37.3)
                                   -----   ------   ------
Effective tax rate                 39.5%    46.6%   (10.0%)
                                   =====   ======   ======

      The  Internal  Revenue  Service  (IRS)  has  completed  its
examination  of the Company's federal income tax returns  through
1995.   The IRS currently is completing its review of the federal
income  tax  returns for 1996 through 1998.  In  the  opinion  of
management, adequate accruals have been provided for  all  income
tax matters and related interest.

      As  a  result  of certain restructuring, the  undistributed
earnings  of foreign subsidiaries previously considered as  being
permanently  reinvested have been distributed to the  U.S.  as  a
dividend.   Foreign tax credits are expected to be  available  to
eliminate  the  resulting  U.S.  income  tax  liability  on   the
dividend.

      The  Company  and  CoorsTek have  executed  a  tax  sharing
agreement  that defines the parties' rights and obligations  with
respect  to deficiencies and refunds of Federal, state and  other
taxes  relating to the CoorsTek business for tax years  prior  to
the  spin-off  and  with  respect to certain  tax  attributes  of
CoorsTek  after  the spin-off.  In general, the Company  will  be
responsible  for  filing  consolidated Federal  and  combined  or
consolidated  state tax returns and paying the  associated  taxes
for  periods through December 31, 1999.  CoorsTek will  reimburse
the  Company  for  the  portion of such  taxes  relating  to  the
CoorsTek  business.  CoorsTek is responsible for  filing  returns
and  paying  taxes related to the CoorsTek business  for  periods
after December 31, 1999.

     The tax sharing agreement is designed to preserve the status
of  the spin-off as a tax-free distribution.  CoorsTek has agreed
that it will refrain from engaging in certain transactions during
the  two-year  period  following the  spin-off  unless  it  first
provides the Company with a ruling from the IRS or an opinion  of
tax  counsel acceptable to the Company that the transaction  will
not  adversely  affect the tax-free nature of the  spin-off.   In
addition,  CoorsTek has indemnified the Company against  any  tax
liability  or  other  expense it may incur  if  the  spin-off  is
determined to be taxable as a result of CoorsTek's breach of  any
covenant or representation contained in the tax sharing agreement
or  CoorsTek's  action  in effecting such transactions.   By  its
terms, the tax sharing agreement will terminate when the statutes
of limitations under applicable tax laws expire.


Note 10.  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.   The number of shares made available for award under  the
plan  was  equal  to  4.8 million shares and is  being  increased
annually  by  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-year or four-year
service  period; and (3) maximum term of ten years from the  date
of  grant.  Officers' 1999 options generally provide for  vesting
upon  attainment  of  certain stock prices, but  vest  completely
after five years.

     In conjunction with the spin-off of CoorsTek at December 31,
1999,  the  Company cancelled options held by CoorsTek  employees
and adjusted the remaining options outstanding to reflect the new
ratio  of  exercise price to market price of the Company's  stock
immediately  prior and subsequent to the spin-off.   The  changes
consisted  of  reducing the exercise price relative  to  the  new
market  price and increasing the number of shares underlying  the
outstanding  options, so as to restore the option holder  to  the
economic position that existed immediately prior to the spin-off.

     Stock option activity for the three years ended December 31,
was as follows (shares in thousands):

                          1999            1998            1997
                     --------------- --------------- ---------------
                            Weighted        Weighted        Weighted
                            Average         Average         Average
                            Exercise        Exercise        Exercise
                     Shares Price    Shares Price    Shares Price
                     ------ -------- ------ -------- ------ --------
Options outstanding
  at January 1        2,672   $17.80  2,616   $16.78  2,788   $15.96
Granted               1,912   $13.43    476   $23.19    404   $20.92
Exercised               ---     ---    (148)  $15.33   (375)  $14.83
Expired or forfeited   (177)  $17.62   (272)  $18.94   (201)  $17.31
                     ------ -------- ------ -------- ------- -------
Options outstanding
  at December 31,
  before CoorsTek
  spin-off            4,407   $15.91  2,672   $17.80   2,616  $16.78
Cancellation of
  CoorsTek employee
  options            (2,036)  $15.63    ---      ---     ---     ---
ACX employee options
  conversion          1,910      ---    ---      ---     ---     ---
                     ------ -------- ------ -------- ------- -------
Options outstanding
  at December 31,
  after CoorsTek
  spin-off            4,281    $8.86    ---      ---     ---    ---
                     ====== ======== ====== ======== ======= ======
Exercisable           2,262    $9.41  1,964   $16.37   1,731 $15.75
                     ====== ======== ====== ======== ======= ======
Available for
  future grant          664           1,529            1,173
                     ======          ======          =======

     The  following  table  summarizes  information  about  stock
options outstanding at December 31, 1999 (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
---------------- ----------- ----------- --------- ----------- --------
 $5.57 to  $7.56       2,388   6.9 years     $7.36         643    $7.00
 $8.18 to $10.65       1,481   4.6 years    $10.03       1,441   $10.01
$11.05 to $13.74         412   7.9 years    $13.30         178   $13.25
---------------- ----------- ----------- --------- ----------- --------
 $5.57 to $13.74       4,281   6.4 years     $8.86       2,262    $9.41
================ =========== =========== ========= =========== ========

     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 Statement  of  Financial  Accounting
Standards  No.  123,  "Accounting for Stock-Based  Compensation,"
compensation  expense  of $3.5 million,  $2.0  million  and  $1.7
million  would  have  been  recorded for  1999,  1998  and  1997,
respectively.  Net income and earnings per share would have  been
reduced to the pro forma amounts indicated below:

                            1999     1998     1997
                         -------  -------  -------
Net income in
thousands:
     As reported         $25,259  $21,265  $27,716
     Pro forma           $23,159  $20,065  $26,696
Earnings per share -
  basic:
     As reported           $0.89    $0.75    $0.99
     Pro forma             $0.81    $0.70    $0.95
Earnings per share -
  diluted:
     As reported           $0.88    $0.73    $0.96
     Pro forma             $0.81    $0.69    $0.92

     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 30.8% in 1999, 28.1% in 1998 and 23.2% in 1997; (3)
risk-free  interest rate ranging from 5.7% to 6.7% in 1999,  4.7%
to  5.2% in 1998 and 5.3% to 5.7% in 1997; and (4) expected  life
of 3 to 6.36 years in 1999 and 1998, and 3 to 6.23 years in 1997.
The  weighted  average per-share fair value  of  options  granted
during   1999,  1998  and  1997  was  $6.82,  $7.42  and   $6.47,
respectively.


Note 11.  Defined 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  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.

      Retirement  health  care and life  insurance  benefits  are
provided  to  certain employees hired prior to 1999 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.

     In  connection  with  the  acquisition  of  the  Fort  James
packaging business, the Company assumed an $18.5 million  prepaid
pension   asset  and  an  $11.3  million  postretirement  benefit
liability  for the Fort James hourly employees as  of  August  2,
1999.   Approximately $4.2 million of the prepaid  pension  asset
and  $2.6  million of the postretirement benefit  liability  have
been allocated to the Kalamazoo Mill.

     After final reconciliations, pension assets of approximately
$62  million will be transferred into an ACX Technologies defined
benefit  pension plan established for the benefit of  the  former
Fort  James hourly employees for the service period up to  August
2, 1999.

      The  following  assets (liabilities),  in  thousands,  were
recognized  for the combined, defined benefit plans  at  December
31:

                             Pension Benefits [c]    Other Benefits [c]
                                 1999      1998        1999     1998
                             --------  --------    -------- --------
Change in benefit
 obligation
Benefit obligation at
  beginning of year          $156,662  $130,853     $20,131  $19,816
Settlements [a]              (107,540)      ---     (13,897)     ---
Service cost                    3,707     4,668         336      569
Interest cost                   5,466    10,105         693    1,301
Amendments                      2,088       ---         ---     (520)
Actuarial loss (gain)         (15,845)    5,448         ---       (5)
Acquisitions [b]               49,576    10,188       6,603      ---
Change in actuarial
  assumptions                     ---       ---        (977)     ---
Benefits paid                    (729)   (4,600)       (639)  (1,030)
                             --------  --------    -------- --------
Benefit obligation at end
  of year                      93,385   156,662      12,250   20,131
                             --------  --------    -------- --------
Change in plan assets
Fair value of plan assets
  at beginning of year        120,519   112,630         ---      ---
Settlements [a]               (91,029)      ---         ---      ---
Actual return on plan assets    6,767     2,217         ---      ---
Acquisitions [b]               62,945     9,411         ---      ---
Company contributions             ---       543         ---      ---
Benefits paid                    (729)   (4,282)        ---      ---
                             --------  --------    -------- --------
Fair value of plan assets
  at end of year               98,473   120,519         ---      ---
                             --------  --------    -------- --------
Funded status                   5,088   (36,143)    (12,250) (20,131)

Unrecognized actuarial loss
  (gain)                       (2,168)   18,172      (3,045)  (3,914)
Unrecognized prior service
  cost                          3,597     5,834      (2,110)  (3,607)
Unrecognized transition
  (asset) liability              (141)      ---         ---      ---
                             --------  --------    -------- --------
Net prepaid (accrued)
  benefit cost                 $6,376  ($12,137)   ($17,405)($27,652)
                             ========  ========    ======== ========

Weighted average
  assumptions at year end
Discount rate                   7.75%     6.80%       7.75%    6.80%
Expected return on plan
  assets                        9.75%     9.75%        ---      ---
Rate of compensation
  increase                      5.25%     4.30%        ---      ---

[a] Reflects  the  spin-off of CoorsTek  and  the  allocation  of
    obligations and assets to the Kalamazoo Mill.

[b] Reflects the acquisition of the Fort James packaging business
    in 1999 and Universal Packaging in 1998.

[c] Includes CoorsTek assets and obligations in 1998.


     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 7.0% and 7.5%  annual  rate  of
increase  in the per capita cost of covered health care  benefits
was  assumed  for  1999  and 1998, respectively.   The  rate  was
assumed to decrease by 0.5% per annum to 3.80% and remain at that
level thereafter.

     The  following,  in thousands, excludes the  Kalamazoo  Mill
from 1999 and CoorsTek from 1999, 1998 and 1997:

                       Pension Benefits          Other Benefits
                     1999    1998    1997     1999   1998     1997
                   ------  ------  ------    -----  -----  -------
Components of net
  periodic
  benefit cost
Service cost       $3,707  $2,378  $2,267     $336   $231     $475
Interest cost       5,466   3,666   5,150      693    409      737
Expected return
  on plan assets   (1,805) (1,249) (9,902)     ---    ---      ---
Amortization of
  prior service
  cost                262      20     352     (703)  (704)    (248)
Recognized
  actuarial loss
  (gain)           (4,958) (2,382)  5,623     (385)  (639)  (2,090)
Transition asset      (69)    ---    ---       ---    ---      ---
                   ------  ------  ------    -----  -----  -------
Net periodic
  benefit cost
  (gain)           $2,603  $2,433  $3,490     ($59) ($703) ($1,126)
                   ======  ======  ======    =====  =====  =======

      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, in thousands:

                                         1%         1%
                                       Point      Point
                                     Increase   Decrease
                                     --------   --------
Effect on total of service and
  interest cost components              $135       $113
Effect on postretirement benefit
  obligation                          $1,000       $900


Note 12.   Defined Contribution Plan

      The Company provides a defined contribution, profit sharing
plan for the benefit of its employees, the ACX Technologies, Inc.
Savings  and  Investment  Plan (the  Plan).   The  Plan  and  its
associated  trust are intended to comply with the  provisions  of
the  Internal  Revenue Code and ERISA, to  qualify  as  a  profit
sharing plan for all purposes of the Code, and to provide a  cash
or  deferred  arrangement that is qualified  under  Code  Section
401(k).    Generally,  employees expected to  complete  at  least
1,000  hours  of  service  per year are immediately  eligible  to
participate  in  the  Plan upon employment.  The  Plan  generally
provided   for   Company   matching   of   50%   of   participant
contributions,  up  to  2.5% of participant  annual  compensation
through  December  31, 1999.   Company expenses  related  to  the
matching  provisions  of  the  Plan  totaled  approximately  $2.4
million,  $1.7 million and $1.2 million in 1999, 1998  and  1997,
respectively.  Effective January 1, 2000, Company matching  shall
be  denominated  in the Company's common stock.  Due  to  various
collective  bargaining agreements and certain provisions  in  the
purchase  agreement  related to the former Fort  James  packaging
business, the Company provided matching in common stock to former
Fort  James  employees  during the  final  five  months  of  1999
approximating   $1.0  million.   The  Plan  also   provides   for
discretionary  matching.  The Company did not  elect  to  provide
discretionary  matching under this provision  in  1999,  1998  or
1997.


Note 13.  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, 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 December 31, 2000.

     Sales of packaging products and refined corn starch to Coors
Brewing  accounted  for approximately 13%, 17%  and  27%  of  the
Company's  consolidated  net  sales  for  1999,  1998  and  1997,
respectively.   Included  in  the 1997  results  of  discontinued
operations  are  sales of aluminum products to Coors  Brewing  of
$3.2 million.  Sales were at terms comparable to those that could
have  been  obtained on an arms-length basis between unaffiliated
parties.   The  loss  of  Coors Brewing  as  a  customer  in  the
foreseeable future could have a material effect on the  Company's
results of operations.

      In connection with the spin-off of CoorsTek at December 31,
1999,  ACX  Technologies  and  CoorsTek  entered  into  contracts
governing certain relationships between them following the  spin-
off,  including a tax-sharing agreement, a transitional  services
agreement  and  certain  other  agreements.   CoorsTek  and   ACX
Technologies  believe that these agreements are  at  fair  market
value  and are on terms comparable to those that would have  been
reached  in  arm's-length  negotiations  had  the  parties   been
unaffiliated at the time of the negotiations.


Note 14.  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.

       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  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.

      In  February 1998, a subsidiary of the Company was sued for
breach  of a supply agreement to purchase thermal energy for  the
Johnstown,   Colorado  corn-wet  mill.  The  Company   sold   the
Johnstown,  Colorado corn-wet mill in January  1999.   Trial  has
been  set for October 2000, but the Company does not believe  the
disposition will have a material adverse effect on the  Company's
financial position or results of operations.

     Some  of  the  Company's operations 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  the
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.

      In  connection  with  the sale of various  businesses,  the
Company  has  periodically agreed to guarantee the collectibility
of  accounts  receivable  and indemnify  purchasers  for  certain
liabilities  for  a specified period of time.   Such  liabilities
include,  but are not limited to, environmental matters  and  the
indemnification periods generally last for 2 to 15 years.
Note 15.  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 Other.   The
packaging   segment  consists  of  the  operations   of   Graphic
Packaging.   The Company's Other segment includes a  real  estate
development partnership, a majority interest in a group of  solar
electric  distribution companies prior to their  August  3,  1999
sale   and,   prior   to  March  1999,  several  technology-based
businesses.

     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, in thousands, about
reportable  segments as of and for the years ended  December  31.
Discontinued operations include the Kalamazoo Mill  in  1999  and
CoorsTek in 1999, 1998 and 1997.

                                  Depreciation
                  Net   Operating     And                      Capital
                  Sales    Income Amortization     Assets Expenditures
               -------- --------- ------------ ---------- ------------
1999
Packaging      $786,843   $38,992      $47,834 $1,156,385      $73,707
Other            44,562     2,103          618     19,699        1,568
               --------   -------      ------- ----------      -------
 Segment total  831,405    41,095       48,452  1,176,084       75,275
Corporate           ---   (10,479)         260    225,954           17
Discontinued
 operations,
 net assets         ---       ---       30,283    225,000       16,163
               --------   -------      ------- ----------      -------
 Consolidated
   total        831,405   $30,616      $78,995 $1,627,038      $91,455
               ========   =======      ======= ==========      =======
1998
Packaging      $623,852   $38,232      $35,924   $539,039      $47,498
Other            67,925    (3,047)       1,270     56,905        3,384
               --------   -------      -------  ---------      -------
 Segment total  691,777    35,185       37,194    595,944       50,882
Corporate           ---    (8,941)         336    101,359          690
Discontinued
 operations,
 net assets         ---       ---       19,977    148,719       26,891
               --------   -------      -------  ---------      -------
 Consolidated
   total       $691,777   $26,244      $57,507   $846,022      $78,463
               ========   =======      =======  =========      =======
1997
Packaging      $365,123   $42,655      $20,211   $210,024      $18,022
Other            61,138   (31,186)       3,451     81,443        9,068
               --------   -------      -------  ---------      -------
 Segment total  426,261    11,469       23,662    291,467       27,090
Corporate           ---   (10,177)         337    148,258          311
Discontinued
 operations,
 net assets         ---       ---       18,664    203,155       28,812
               --------   -------      -------   --------      -------
 Consolidated
   total       $426,261    $1,292      $42,663   $642,880      $56,213
               ========   =======      =======  =========      =======

      Corporate  assets  for 1999 consist primarily  of  a  $200
million  note receivable from CoorsTek as a result of the  spin-
off,  and  debt  issuance costs.  In 1998  and  1997,  corporate
assets  include a $60 million note receivable from the  sale  of
Golden Aluminum, deferred taxes and certain properties.


     Certain   financial  information  regarding  the  Company's
domestic  and  foreign operations is included in  the  following
summary, which excludes discontinued operating segments.   Long-
lived  assets include plant, property and equipment,  intangible
assets, and certain other non-current assets.

                  Net      Long-Lived
(In thousands)   Sales       Assets
                --------   ----------
1999

United States   $779,527     $964,880
Canada            51,878        3,689
Other                ---        2,694
                --------   ----------
  Total         $831,405     $971,263
                ========   ==========
1998

United States   $626,715     $401,579
Canada            57,079       34,807
Other              7,983        3,065
                --------   ----------
  Total         $691,777     $439,451
                ========   ==========
1997

United States   $357,795     $118,998
Canada            59,730       34,535
Other              8,736        3,732
                --------   ----------
  Total         $426,261     $157,265
                ========   ==========


Note 16.  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,  1999,
which excludes discontinued operations.


1999                          First   Second    Third   Fourth     Year
                           -------- -------- -------- -------- --------
Net sales                  $165,976 $163,595 $236,381 $265,453 $831,405
Cost of goods sold          136,362  132,322  205,970  233,104  707,758
                           -------- -------- -------- -------- --------
Gross profit                 29,614   31,273   30,411   32,349  123,647

Selling, general and
  administrative expenses    18,697   19,480   22,353   24,688   85,218
Asset impairment and
  restructuring charges         ---      ---      ---    7,813    7,813
                           -------- -------- -------- -------- --------
Operating income (loss)      10,917   11,793    8,058     (152)  30,616

Other income (expense):
  Gain from sale of
    businesses                  ---      ---   30,236      ---   30,236
  Interest expense           (1,776)  (1,908)  (8,992) (15,874) (28,550)
  Interest income               553      487    1,072      531    2,643
  Other-net                      93      (77)     350      252      618
                           -------- -------- -------- -------- --------
Income (loss) from
  continuing operations
  before income taxes and
  extraordinary loss          9,787   10,295   30,724  (15,243)  35,563

Income tax expense
  (benefit)                   4,059    3,846   13,239   (7,099)  14,045
                           -------- -------- -------- -------- --------
Income (loss) from
  continuing operations
  before extraordinary
  loss                        5,728    6,449   17,485   (8,144)  21,518

Income (loss) from
  discontinued operations,
  net of tax                  3,990    4,813   (2,004)    (726)   6,073

Extraordinary loss, net of
  tax                           ---      ---   (2,332)     ---   (2,332)
                           -------- -------- -------- -------- --------
Net income (loss)            $9,718  $11,262  $13,149  ($8,870) $25,259
                           ======== ======== ======== ======== ========
Net income (loss) per
  basic share:
  Continuing operations       $0.20    $0.23    $0.61   ($0.28)   $0.76
  Discontinued operations      0.14     0.17    (0.07)   (0.03)    0.21
  Extraordinary loss            ---      ---    (0.08)     ---    (0.08)
                           -------- -------- -------- -------- --------
Net income (loss) per
  basic share                 $0.34    $0.40    $0.46   ($0.31)   $0.89
                           ======== ======== ======== ======== ========
Net income (loss) per
  diluted share:
  Continuing operations       $0.20    $0.22    $0.61   ($0.28)   $0.75
  Discontinued operations      0.14     0.17    (0.07)   (0.03)    0.21
  Extraordinary loss            ---      ---    (0.08)      ---   (0.08)
                           -------- -------- -------- -------- --------
Net income (loss) per
  diluted share               $0.34    $0.39    $0.46   ($0.31)   $0.88
                           ======== ======== ======== ======== ========

1998                          First   Second    Third   Fourth     Year
                           -------- -------- -------- -------- --------
Net sales                  $155,788 $177,904 $177,996 $180,089 $691,777
Cost of goods sold          126,947  144,200  150,597  145,789  567,533
                           -------- -------- -------- -------- --------
Gross profit                 28,841   33,704   27,399   34,300  124,244

Selling, general and
  administrative expenses    19,857   19,394   18,345   19,013   76,609
Asset impairment and
  restructuring charges       1,001      ---   19,900      490   21,391
                           -------- -------- -------- -------- --------
Operating income (loss)       7,983   14,310  (10,846)  14,797   26,244

Other income (expense):
  Interest expense           (4,555)  (5,730)  (5,917)  (5,776) (21,978)
  Interest income             1,236    1,456    1,457    1,213    5,362
  Other-net                    (147)     207      508        8      576
                           -------- -------- -------- -------- --------
Income (loss) from
  continuing operations
  before income taxes and
  extraordinary loss          4,517   10,243  (14,798)  10,242   10,204

Income tax expense
  (benefit)                   1,514    4,127   (5,291)   4,401    4,751
                           -------- -------- -------- -------- --------
Income (loss) from
  continuing operations
  before extraordinary
  loss                        3,003    6,116   (9,507)   5,841    5,453

Income (loss)from
  discontinued operations,
  net of tax                  2,436    6,439    2,001    4,936   15,812
                           -------- -------- -------- -------- --------
Net income (loss)            $5,439  $12,555  ($7,506) $10,777  $21,265
                           ======== ======== ======== ======== ========
Net income (loss) per basic
  share:
  Continuing operations       $0.10    $0.21   ($0.33)   $0.21    $0.19
  Discontinued operations      0.09     0.23     0.07     0.17     0.56
  Extraordinary loss            ---      ---      ---      ---      ---
                           -------- -------- -------- -------- --------
Net income (loss) per basic
  share                       $0.19    $0.44   ($0.26)   $0.38    $0.75
                           ======== ======== ======== ======== ========
Net income (loss) per
  diluted share:
  Continuing operations       $0.10    $0.21   ($0.33)   $0.21    $0.19
  Discontinued operations      0.08     0.22     0.07     0.17     0.54
  Extraordinary loss            ---      ---      ---      ---      ---
                           -------- -------- -------- -------- --------
Net income (loss) per
  diluted share               $0.18    $0.43  ($0.26)    $0.38    $0.73
                           ======== ======== ======== ======== ========

      See Note 5 for detail on asset impairment and restructuring
charges in 1999 and 1998.


                           SCHEDULE II

                     ACX TECHNOLOGIES, INC.
                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,
   1997         $1,753         $351     $---       ($996)    $1,108
   1998         $1,108       $1,111   $1,232     ($1,311)    $2,140
   1999         $2,140         $503   $1,143     ($1,633)    $2,153


(1)  The effect of translating foreign subsidiaries' financial
     statements into U.S. dollars, the 1998 acquisition of
     Universal Packaging and the 1999 acquisition of the Fort
     James packaging business.
(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 2000 Annual Meeting of Shareholders.

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

     Jed J. Burnham, 55, Executive Vice President--Finance of the
Company  since  January  2000; Chief  Financial  Officer  of  the
Company  from  March  1995 to December  1999;  Treasurer  of  the
Company  from August 1992 to December 1999; Chief Credit  Officer
for non-metro Denver banks at Norwest Bank from 1990 to 1992.

      Gail  A.  Constancio, 39, Chief Financial  Officer  of  the
Company  since January 2000; Chief Financial Officer  of  Graphic
Packaging   since   November  1997;  Controller   and   Principal
Accounting Officer of the Company from May 1994 to November 1997.

      Jeffrey  H. Coors, 55, President of the Company  since  its
formation  in August 1992.  President of Graphic Packaging  since
June 1997 and Chairman of Graphic Packaging since 1985; Executive
Vice  President  of  ACCo from 1991 to 1992; President  of  Coors
Technology  Companies from 1989 to 1992; President of  ACCo  from
1985 to 1989.

      David  W.  Scheible,  43, Chief Operating  Officer  of  the
Company  since January 2000 and of Graphic Packaging  since  June
1999.   Vice President and General Manager of the Specialty  Tape
Division  from  1995  to  1999, and Vice  President  and  General
Manager  of the Automotive Division from 1993 to 1995,  of  Avery
Dennison Corporation.

      Jill B. W. Sisson, 52, 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.


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 Form 8-K filed on
          January 29, 1998)
  2.2     Asset Purchase Agreement between ACX Technologies and
          Fort James Corporation.  (Incorporated by reference to
          Form 8-K filed August 17, 1999)
  2.3     Asset Purchase Agreement between Golden Aluminum Company
          and Alcoa Inc, dated November 5, 1999.
  2.4     Distribution Agreement between ACX Technologies, Inc.
          and CoorsTek, Inc.
  3.1     Articles of Incorporation of Registrant.  (Incorporated
          by reference 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 Form 8 filed
          on December 3, 1992, file No. 0-20704)
  3.2     Bylaws of Registrant, as amended and restated March 2,
          2000.
  4       Form of Stock Certificate of Common Stock.  (Incorporated
          by reference to Form 10-K filed March 7, 1996, file
          No. 0-20704)
 10.0     Credit Agreement among ACX Technologies, Inc., Bank of
          America, as agent, and other financial institutions
          party thereto.  (Incorporated by reference to Form 8-K
          filed on August 17, 1999)
 10.1     Supply Agreement between Graphic Packaging Corporation
          and Coors Brewing Company, dated January 1, 1997.
          (Incorporated by reference to Form 10-K filed on
          March 24, 1997)  (Confidential treatment has been
          granted for portions of the Exhibit)
 10.2     Credit Agreement among ACX Technologies, Inc., Wachovia
          Bank, N.A., as agent, and other financial institutions
          party thereto.  (Incorporated by reference to Form 8-K
          filed on December 23, 1998.)
 10.3     Asset Purchase Agreement between ACX Technologies and
          Sonoco Products Company.  (Incorporated by reference
          to Form 8-K filed on September 17, 1999.)
 10.4     Tax Sharing Agreement between ACX Technologies, Inc.
          and CoorsTek, Inc.
 10.5     Environmental Responsibility Agreement between ACX
          Technologies, Inc. and CoorsTek, Inc.
 10.6     Master Transition Materials and Services Agreement
          between ACX Technologies, Inc. and CoorsTek, Inc.
 10.7*    Description of Officers' Life Insurance Program.
          (Incorporated by reference to Form 10-K filed on
          March 24, 1997.)
 10.8*    Form of Officers' Salary Continuation Agreement, as
          amended.  (Incorporated by reference 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 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 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 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 Form 10-K
          filed on March 7, 1996, file No. 0-20704)
 10.16*   ACX Technologies, Inc. Executive Incentive Plan.
          (Incorporated by reference 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 October 18, 1999, the Company filed a Current Report on
Form  8-K  including the required pro forma financial information
of the Fort James packaging business acquired August 2, 1999.




                           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 27, 2000                   By /s/ Jeffrey H. Coors
                                        --------------------------
                                        Jeffrey H. Coors
                                        President and Chief
                                        Executive Officer

Date:  March 27, 2000                   By /s/ Gail A. Constancio
                                        --------------------------
                                        Gail A. Constancio
                                        Chief Financial Officer

Date:  March  27, 2000                  By /s/ John S. Norman
                                        --------------------------
                                        John S. Norman
                                        Corporate Controller

      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 27, 2000                   By /s/ William K. Coors
                                        --------------------------
                                        William K. Coors
                                        Chairman of the Board of
                                        Directors and Director

Date:  March 27, 2000                   By /s/ John D. Beckett
                                        --------------------------
                                        John D. Beckett
                                        Director

Date:  March 27, 2000                   By /s/ Jeffrey H. Coors
                                        --------------------------
                                        Jeffrey H. Coors
                                        President, Chief Executive
                                        Officer and Director

Date:  March 27, 2000                   By /s/ John H. Mullin, III
                                        --------------------------
                                        John H. Mullin, III
                                        Director

Date:                                   By
                                        --------------------------
                                        James K. Peterson
                                        Director

Date:  March 27, 2000                   By /s/ John Hoyt Stookey
                                        --------------------------
                                        John Hoyt Stookey
                                        Director