SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 ---------------


For the quarter ended June 30, 1997               Commission File No. 0-16452
                      -------------                                   -------

                          A. P. GREEN INDUSTRIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                           43-0899374
          --------                                           ----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

  Green Boulevard, Mexico, Missouri                             65265
  ---------------------------------                             -----
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (573) 473-3626

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 the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: As of August 13, 1997, 8,059,056
shares of Common Stock, $1 par value, were outstanding.







                                  Page 1 of 24


<PAGE>


A. P. GREEN INDUSTRIES, INC.

PART I.    FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

                                                        June 30,    December 31,
                                                          1997         1996
                                                        --------    ------------
(Dollars in thousands, except per share data)

ASSETS

  Current Assets
    Cash and cash equivalents                           $  6,129     $  9,477
    Receivables (net of allowances -
      1997, $1,732;  1996, $1,701)                        43,865       42,084
    Reimbursement due on paid asbestos claims                --         3,898
    Inventories                                           55,217       53,674
    Deferred income tax asset                              2,685        3,374
    Other                                                  7,619        7,030
                                                         -------      -------
      Total current assets                               115,515      119,537

  Property, plant and equipment, net                     106,386      107,394
  Projected insurance recovery on asbestos claims        108,437      110,374
  Pension assets                                           9,106        9,044
  Intangible assets, net                                   4,601        4,132
  Other assets                                             4,363        4,648
                                                         -------      -------
Total assets                                            $348,408     $355,129
                                                         =======      =======


LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                    $ 16,798     $ 20,408
    Accrued expenses
      Payrolls                                             6,121        6,267
      Taxes other than on income                           1,934        1,860
      Insurance reserves                                   4,103        3,574
      Other                                                6,942        6,528
    Current maturities of long-term debt                   4,120        4,168
    Income taxes                                           1,183        1,191
                                                         -------      -------
      Total current liabilities                           41,201       43,996

  Deferred income taxes                                    8,533       10,228
  Long-term non-pension benefits                          17,258       16,583
  Long-term pensions                                      12,652       12,449
  Long-term debt                                          37,710       40,109
  Projected asbestos claims                              108,437      111,966
                                                         -------      -------
      Total liabilities                                  225,791      235,331
                                                         -------      -------
  Minority Interests                                       1,666        1,414

  Stockholders' Equity
    Preferred stock - $1 par value;
      authorized:  2,000,000 shares;
      issued and outstanding:  none                          --           --
    Common stock - $1 par value;
      authorized: 10,000,000 shares;
      issued:  8,980,092 in 1997
      and 8,975,442 in 1996                                8,980        8,975
    Additional paid-in capital                            68,334       68,309
    Retained earnings                                     63,985       61,151
    Less: Deferred foreign currency translation           (3,172)      (2,875)
          Treasury stock of 953,934 shares in
            1997 and 1996, at cost                        (9,498)      (9,498)
          Note receivable - ESOT                          (6,941)      (6,941)
          Minimum pension liability adjustment,
            net of tax                                      (737)        (737)
                                                         -------      -------
      Total stockholders' equity                         120,951      118,384
                                                         -------      -------
Total liabilities and stockholders' equity              $348,408     $355,129
                                                         =======      =======
    See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)




                                                    Three months ended June 30,
                                                    ---------------------------
(Dollars in thousands, except per share data)             1997         1996
                                                       ---------    ---------

Net sales                                             $   71,853   $   69,538

Cost of sales                                             58,239       55,913
                                                       ---------    ---------
     Gross profit                                         13,614       13,625

Expenses and other income

    Selling & administrative expenses                      9,176        9,211

    Interest expense                                         812          791

    Interest income                                         (251)        (285)

    Minority interest in loss of partnership                 (89)          (7)

    Other income, net                                        (50)        (125)
                                                       ---------    ---------
       Earnings before income taxes                        4,016        4,040

Income tax expense                                         1,435        1,588

Equity in net income of affiliates                           (15)        (199)

Minority interest in loss of consolidated subsidiaries       (55)        (186)
                                                       ---------    ---------
Net earnings                                          $    2,651   $    2,837
                                                       =========    =========
Net earnings per common share                         $     0.33   $     0.36
                                                       =========    =========
Weighted average number of common shares               8,025,629    8,030,739
                                                       =========    =========
Dividends per common share                            $    0.040   $    0.035
                                                       =========    =========

See accompanying notes to consolidated financial statements.





















                                       3
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)




                                                      Six months ended June 30,
                                                      -------------------------
(Dollars in thousands, except per share data)             1997         1996
                                                       ---------    ---------

Net sales                                             $  136,669   $  133,772

Cost of sales                                            112,253      108,655
                                                       ---------    ---------
     Gross profit                                         24,416       25,117

Expenses and other income

    Selling & administrative expenses                     18,398       18,217

    Interest expense                                       1,646        1,577

    Interest income                                         (499)        (606)

    Minority interest in loss of partnership                 (85)         (41)

    Other income, net                                       (116)        (268)
                                                       ---------    ---------
       Earnings before income taxes                        5,072        6,238

Income tax expense                                         1,793        2,374

Equity in net income of affiliates                           (30)        (379)

Minority interest in loss of consolidated subsidiaries      (153)        (325)
                                                       ---------    ---------
     Net earnings                                     $    3,462   $    4,568
                                                       =========    =========
Net earnings per common share                         $     0.43   $     0.57
                                                       =========    =========
Weighted average number of common shares               8,024,431    8,054,090
                                                       =========    =========
Dividends per common share                            $     0.08   $     0.07
                                                       =========    =========

See accompanying notes to consolidated financial statements.





















                                       4
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                      Six months ended June 30,
                                                      -------------------------
(Dollars in thousands)                                     1997         1996
                                                         -------       ------
Cash flows from operating activities

  Net earnings                                          $  3,462      $ 4,568

  Adjustments for items not requiring (providing) cash
    Depreciation, depletion and amortization               5,985        5,205
    Stock compensation to directors                           29           28
    Provision for losses on accounts receivable              363          333
    Loss (gain) on sale of assets                            (39)         110
    Equity in earnings of affiliates,
      net of dividends received                              (30)        (191)
    Minority interest in losses of consolidated
      subsidiaries and partnership                          (238)        (366)

  Decrease (increase) in assets
    Trade receivables                                     (2,144)      (4,234)
    Asbestos claim and fee reimbursements received        15,162        5,144
    Inventories                                           (1,543)         247
    Receivable and prepaid taxes                              45          336
    Other current assets                                    (761)        (806)

  Increase (decrease) in liabilities
    Accounts payable and accrued expenses                 (2,739)      (3,123)
    Asbestos claims paid                                 (12,855)      (4,968)
    Pensions                                                 203          (65)
    Income taxes                                              (9)         109
    Deferred income taxes                                 (1,006)        (234)
    Long-term non-pension benefits                           675          575
                                                         -------       ------
  Net cash provided by operating activities                4,560        2,668
                                                         -------       ------
Cash flows from investing activities

  Capital expenditures                                    (4,001)      (7,047)
  Increase in other long-term assets                        (467)        (204)
  Decrease (increase) in pension assets                      (62)          52
  Proceeds from sales of assets                              208           69
                                                         -------       ------
  Net cash used in investing activities                   (4,322)      (7,130)
                                                         -------       ------
Cash flows from financing activities

  Repayments of debt                                     (11,151)        (107)
  Proceeds from borrowings                                 8,000          225
  Dividends paid                                            (642)        (563)
  Capital contributions from minority partner                490          --
  Purchase of common stock for treasury                      --          (480)
  Tax benefit on dividends paid to ESOT                       14           14
                                                         -------       ------
  Net cash used in financing activities                   (3,289)        (911)
                                                         -------       ------
Effect of exchange rate changes                             (297)        (348)
                                                         -------       ------
Net decrease in cash and cash equivalents                 (3,348)      (5,721)
Cash and cash equivalents at beginning of year             9,477        9,284
                                                         -------       ------
Cash and cash equivalents at end of period              $  6,129      $ 3,563
                                                         =======       ======

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


A. P. GREEN INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.       MANAGEMENT'S COMMENTS REGARDING ADJUSTMENTS AND RESULTS OF OPERATIONS
         ---------------------------------------------------------------------

         In the opinion of management,  the accompanying  consolidated financial
         statements  include all  adjustments  of a normal and recurring  nature
         necessary for a fair presentation of the financial position and results
         of operations for the periods  presented.  These  financial  statements
         should be read in conjunction  with the Company's Annual Report on Form
         10-K for the year ended  December 31, 1996. The results for the quarter
         and six-month period ended June 30, 1997 are not necessarily indicative
         of the results which may occur for the full year. All per share amounts
         have been  restated to reflect the  two-for-one  stock split  effective
         September 20, 1996.  Certain prior year amounts have been  reclassified
         to conform to the 1997 presentation.

2.       RESERVE FOR PLANT CLOSINGS
         --------------------------

         The  Company  has a reserve for  estimated  exit costs and  termination
         benefits in connection  with the shutdown of certain  facilities in the
         U.S. and Canada. Three of the plants acquired in the acquisition of the
         refractories assets of General  Refractories Company and its affiliated
         companies  ("General")  were closed during 1994, a $3.6 million reserve
         for which was  established at the time of  acquisition  and included on
         the opening  balance  sheet.  During 1995 the reserve was  increased by
         approximately $700,000 due to the closing of the Weston, Ontario plant,
         which was sold in December 1995, and revised estimates of U.S. employee
         termination benefits resulting from the sale of these facilities taking
         longer  than   anticipated.   Substantially   all  employees  at  these
         facilities  have been  terminated  and  approximately  $3.2  million of
         termination  benefits and plant closing costs have been charged against
         the  reserve to date.  The U.S.  facilities  are held for sale at their
         estimated net realizable value.














                                        6

<PAGE>



3.       INVENTORIES
         -----------

                                               June 30, 1997  December 31, 1996
                                               -------------  -----------------

         Finished goods & work-in-process 
           Valued at LIFO:
             FIFO cost                           $ 32,721        $ 31,278
             Less LIFO reserve                    (14,272)        (14,907)
                                                  -------         ------- 

               LIFO cost                           18,449          16,371
           Valued at FIFO                          13,127          13,225
                                                  -------         -------
             TOTAL                                 31,576          29,596
                                                  -------         -------

         Raw materials and supplies 
           Valued at LIFO:
             FIFO cost                             17,131          17,702
             Less LIFO reserve                     (6,012)         (6,129)
                                                  -------         -------
               LIFO cost                           11,119          11,573
           Valued at FIFO                          12,522          12,505
                                                  -------         -------
             TOTAL                                 23,641          24,078
                                                  -------         -------
                                                 $ 55,217        $ 53,674
                                                  =======         =======

4.       LITIGATION
         ----------

         Asbestos-related Claims - Personal Injury
         -----------------------------------------

         A. P. Green is among numerous defendants in lawsuits pending as of June
         30, 1997 that seek to recover compensatory, and in many cases, punitive
         damages  for  personal  injury  allegedly  resulting  from  exposure to
         asbestos-containing products.

         A. P.  Green is a member  of the  Center  for  Claims  Resolution  (the
         Center),  an  organization  of  twenty  companies  (Members)  who  were
         formerly distributors or manufacturers of asbestos-containing products.
         The Center administers, evaluates, settles, pays and defends all of the
         asbestos-related  personal injury lawsuits involving its Members. Under
         the  terms  of the  Center  Agreement,  each  Member's  portion  of the
         liability  payments  and  defense  costs are based  upon,  among  other
         things,  the  number  and type of claims  brought  against  it.  Claims
         activity for the Company for each of the years ended December 31, 1996,
         1995 and 1994 was as follows:


                                        7

<PAGE>





                                                   1996        1995       1994
                                                 -------     -------    ------- 
         Claims pending at January 1              48,367      50,920     52,122
         Claims filed                             29,702      12,560     14,836
         Cases settled, dismissed or
           otherwise resolved                    (19,184)    (15,113)   (16,038)
                                                 -------     -------    ------- 
           Claims pending at December 31          58,885      48,367     50,920
                                                 =======     =======    =======

         Average settlement amount per claim(1)  $ 1,582     $ 1,778    $ 1,816

         (1)   Substantially  all  settlements  are  covered  by  the  Company's
               insurance program.

         On January 15, 1993,  the Members were named as  defendants  in a class
         action  lawsuit  brought  on  behalf  of  all  persons  who  have  been
         occupationally exposed to  asbestos-containing  products of the Members
         and who have  unasserted  claims for such exposure (the Class) pursuant
         to Federal  Rule of Civil  Procedure  23(b)(3) in the Federal  District
         Court for the Eastern  District of  Pennsylvania.  At the same time,  a
         settlement (the Settlement) between the Members and the Class was filed
         with the  court.  On June 25,  1997,  after a  favorable  ruling in the
         Federal  District Court for the Eastern  District of Pennsylvania and a
         reversal of that  ruling by the Third  Circuit  Court of  Appeals,  the
         United States Supreme Court upheld the ruling of the Third Circuit. The
         result  of such  ruling  is  that  the  class  action  lawsuit  and the
         Settlement are of no effect.

         In  December  1996,  the  Company  and a former  subsidiary,  The E. J.
         Bartells Company, reached a comprehensive settlement agreement with all
         insurance  carriers  except  one.  Under the  terms of this  settlement
         agreement,  such  carriers  have agreed to pay  (subject to  applicable
         policy  limits) on behalf of the insureds,  liabilities  arising out of
         asbestos  personal  injury  claims.  The Company  will pursue  coverage
         litigation against the non-settling carrier.

         As the  Settlement  established a numerical cap on the number of claims
         that  could  be  processed  each  year  during  the  ten  years  of the
         Settlement and because the Settlement  provided for a range of payments
         for  different  disease  categories,  it was  possible to estimate  the
         aggregate  amount of liability for the Company through 2004 and related
         insurance  recoveries.  The amounts  reported  for  projected  asbestos
         claims and  projected  insurance  recovery  on  asbestos  claims in the
         consolidated  statements of financial  position as of June 30, 1997 and
         December 31, 1996 were determined  based upon the Settlement.  However,
         without the  Settlement the Company can only estimate the liability and
         related insurance recoveries associated with known claims.

         The Company is assessing the impact of the recent  Supreme Court ruling
         on its projected asbestos liability and insurance recoveries.  In doing
         so,  the  Company  will  review  its  insurance  policies,   historical
         settlement  amounts  and  the  number  of  cases  pending  against  it.
         Management  believes  the outcome of this  assessment  will not have an
         effect on the

                                        8

<PAGE>



         consolidated  earnings of the Company.  It is  anticipated  that future
         projections  of  asbestos  liabilities  and  insurance  recoveries  and
         related  adjustments to the amounts reported in the Company's statement
         of  financial  position  will be based  primarily  on known  claims and
         cases,  as  unreported  claims  cannot be  estimated  with a reasonable
         degree of accuracy.

         Management  does not  anticipate  that the Company  will be required to
         make any payments for these claims.  While  management  understands the
         inherent  uncertainty  in litigation  of this type and the  possibility
         that past costs may not be indicative of future costs,  management does
         not  believe  that  these  claims  and cases  will have any  additional
         material  adverse  effect  on  the  Company's   consolidated  financial
         position or results of operations.

         In addition to asbestos-related personal injury claims asserted against
         A.  P.  Green,   a  number  of  claims  have  been   asserted   against
         Bigelow-Liptak Corporation (now known as A. P. Green Services, Inc.), a
         subsidiary  of the Company.  These  claims have been and are  currently
         being  handled  by such  subsidiary's  insurance  carriers.  Except for
         deductible amounts or retentions provided for under insurance policies,
         no claim for  reimbursement  of defense or indemnity  payments has been
         made against the Company or such subsidiary by any such carriers.

         Asbestos-related Claims - Property Damage
         -----------------------------------------

         A. P.  Green is also among  numerous  defendants  in a property  damage
         class action suit pending in South Carolina. A. P. Green previously has
         been dismissed from a number of property damage cases and believes that
         it should be dismissed  from the South  Carolina  case based on the end
         uses of its  products.  A similar  suit  pending in the State of Oregon
         involves a former  wholly owned  subsidiary of the Company and is being
         defended by the Company's  insurance carrier.  Based upon the Company's
         history in these  asbestos-related  property damage claims,  management
         does not believe that the  ultimate  resolution  of these  matters will
         have a material adverse effect on the Company's  consolidated financial
         position or results of operations.

         Environmental
         -------------

         The EPA or other  private  parties have named the Company or one of its
         subsidiaries as a potentially  responsible party in connection with two
         superfund sites in the United States. The Company is a de minimis party
         with  respect to one of the sites and expects to arrive at a settlement
         agreement and consent  decree with respect to it for an amount which is
         not  expected to be material.  With respect to the second,  involving a
         wholly owned subsidiary of the Company, there does not appear to be any
         evidence  of  delivery  to  the  site  of  hazardous  material  by  the
         subsidiary.  An  estimate  has been made of the costs to be incurred in
         these matters and the Company has recorded a reserve  respecting  those
         costs.

         Other
         -----

         From time to time, A. P. Green is subject to claims and other  lawsuits
         that arise in the

                                        9

<PAGE>



         ordinary  course  of  business,  some of  which  may  seek  damages  in
         substantial  amounts,  including  punitive  or  extraordinary  damages.
         Reserves  for these claims and lawsuits are recorded to the extent that
         losses  are  deemed  probable  and are  estimable.  In the  opinion  of
         management, the disposition of all current claims and lawsuits will not
         have a material adverse effect on the consolidated  financial  position
         or results of operations of A. P. Green.

                                       10

<PAGE>



A. P. GREEN INDUSTRIES, INC.

PART I.  FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO
--------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, 1996
--------------------------------

         Total sales increased 3.3% to a quarterly  record $71.9 million for the
         three months ended June 30, 1997 from $69.5 million for the  comparable
         1996 three-month  period.  Gross profit was unchanged at $13.6 million.
         The impact from the December 31, 1996 acquisition of Eastern Ridge Lime
         in  Ripplemead,  Virginia was to increase sales by  approximately  $2.6
         million,  with a slight increase in gross profit which was not material
         to the consolidated results.

Refractory Products and Services
--------------------------------

         Refractory  products and services  sales declined 0.5% to $59.0 million
         for the three  months  ended June 30,  1997 from $59.3  million for the
         comparable  1996  period.  United  States  refractory  sales were $49.6
         million and $50.7  million for the  three-month  periods ended June 30,
         1997 and  1996,  respectively,  a decline  of 2.2%.  This  decline  was
         primarily  due to lower sales of silica  products  from the Lehi,  Utah
         plant, which were high in 1996 due to capital projects at several glass
         and coke oven customers.  A significant increase in Chinese imports has
         also negatively impacted the Company's silica business.

         U.S.  refractory  product sales  volumes  increased an average of 0.8%,
         with  increases in brick,  INTOGREEN Co. and Lanxide  ThermoComposites,
         Inc.  (LTI)  products  partially  offset by decreases  in  specialties,
         precast shapes and ceramic fiber volumes. Prices declined an average of
         0.2%,  with decreases in brick,  INTOGREEN Co. and ceramic fiber prices
         partially offset with increased prices for specialties,  precast shapes
         and LTI products.  U.S.  export sales declined 32.2% to $5.2 million in
         the second  quarter of 1997 from $7.6 million for the second quarter of
         1996,  primarily  due to  reduced  sales to the Far East and the Middle
         East.

         Sales of the Canadian  subsidiary  increased  10.0% to $7.1 million for
         the  three-month  period  ended June 30, 1997 from $6.5 million for the
         comparable  1996 period.  Volumes  increased an average of 13.2% across
         all major product lines.  Prices  increased an average of 1.0%, with an
         8.9%  increase in  specialty  prices and  slightly  higher brick prices
         partially  offset by lower  pricing for ceramic  fibers,  crucibles and
         precast shapes.  The sales increase,  coupled with a 16.2% reduction in
         selling and  administrative  expenses,  resulted  in pre-tax  income of
         $250,000  for the second  quarter of 1997  compared  to $75,000 for the
         comparable 1996 period.


                                       11

<PAGE>



         Sales in the United Kingdom  (U.K.)  declined 24.1% to $2.0 million for
         the second  quarter of 1997  compared  to $2.6  million  for the second
         quarter of 1996 due to weak  market  conditions.  Lower  volume  levels
         resulted in reduced production efficiencies,  contributing to a pre-tax
         loss of $28,000 for the three  months  ended June 30, 1997  compared to
         pre-tax earnings of $169,000 for the 1996 period.

         Sales at A. P. Green de Mexico for the three months ended June 30, 1997
         were $2.6  million  compared to $2.0  million for the  comparable  1996
         period, a 26.7% increase. However, increased maintenance,  material and
         freight costs and a weakening  Mexican peso contributed to a decline in
         pre-tax earnings to $280,000 for the second quarter of 1997 compared to
         $333,000 for the same period in 1996.

         Sales at PT AP Green  Indonesia were  $350,000,  with a pre-tax loss of
         $231,000  due to the  relatively  high fixed  costs at the low  initial
         volume level.  This  operation is expected to have  profitable  monthly
         results by the end of 1997, however, a loss is anticipated for the full
         year.  The  Indonesian  operation  incurred a pre-tax  start-up loss of
         $114,000 during the second quarter of 1996.

         Refractory products cost of sales as a percentage of sales decreased to
         81.2%  compared to 81.4% for the three  months  ended June 30, 1997 and
         1996,  respectively.  This  reduction  was  primarily  due to  improved
         production   efficiencies  and  lower  equipment   maintenance   costs.
         Partially  offsetting  these  improvements  were  higher  group  health
         insurance  and  workers'  compensation   insurance  costs.   Refractory
         operating  profits  improved 2.5% to $4.5 million in the second quarter
         of 1997 from $4.4 million  during the 1996 period due  primarily to the
         improved gross margins.

Industrial Lime 
---------------

         Industrial  lime sales  increased 26.4% to $12.9 million for the second
         quarter of 1997,  including  $2.6 million from the plant in Ripplemead,
         Virginia  acquired December 31, 1996, from $10.2 million for the second
         quarter of 1996. Volumes at the New Braunfels,  Texas plant declined an
         average of 2.0%,  with  reductions  in  building  and  industrial  lime
         partially offset by increased road stabilization lime volume. Prices of
         industrial  and  road   stabilization  lime  increased  slightly  while
         building lime prices  declined for a net price increase of 0.4%. At the
         Kimballton,  Virginia plant Cal-Dol and hydrate lime volumes  increased
         while quicklime  volumes  declined for a net volume  reduction of 0.8%.
         Also  contributing  to the volume decline at Kimballton was a strike at
         one of its major customers.  Kimballton  prices increased an average of
         4.3% across all product lines.

         Industrial  lime gross profit  declined  2.1% to $2.5 million from $2.6
         million for the  respective  second  quarters  of 1997 and 1996.  Gross
         profit  as a  percentage  of sales  declined  to 19.4%  for the  second
         quarter of 1997 from 25.0% for the second quarter of 1996. This decline
         was due to increased  purchased  material  and group  health  insurance
         costs at both the  Kimballton  and New  Braunfels  plants  and  reduced
         efficiencies at the Kimballton  plant  occasioned by lower volumes as a
         result of the strike previously

                                       12

<PAGE>



         mentioned.  Also contributing to the decline in gross profit percentage
         were the relatively  high operating costs and  depreciation  related to
         the newly acquired Ripplemead plant.  Significant improvements continue
         to be made at this facility, which generated a small net profit for the
         quarter,  and the impact of these improvements,  coupled with increased
         synergies with the nearby Kimballton  plant,  should result in improved
         gross profit percentages in future periods.  Partially offsetting these
         cost  increases  were  reduced   processing  fuel  costs  at  both  the
         Kimballton  and New Braunfels  plants and reduced power and  explosives
         costs at the New Braunfels  plant.  Industrial  lime  operating  profit
         declined  3.4% to $2.2 million for the three months ended June 30, 1997
         from $2.3 million for the comparable 1996 period.

Expenses and Other Income
-------------------------

         Selling and administrative  expenses were unchanged at $9.2 million for
         the second  quarters  of 1997 and 1996.  Higher  professional  fees and
         group health insurance expenses were offset by reduced sales incentives
         and LTI research costs.

         Interest  expense  increased  2.7% to $812,000 in 1997 from $791,000 in
         1996 due to interest  associated with borrowings  against the Company's
         line of credit.  Daily average bank line borrowings were  approximately
         $2.4  million  during the second  quarter of 1997,  while there were no
         bank line  borrowings  during the same period of 1996.  Interest income
         for the second quarter of 1997 declined 11.8% to $251,000 from $285,000
         in the  comparable  1996  three-month  period due  primarily to reduced
         funds  available for  investing.  Other income  declined  60.4% for the
         comparable  three-month  periods  primarily due to currency  conversion
         losses on the Mexican peso at the Company's Mexican subsidiary compared
         to gains during the second quarter of 1996.

         The Company and its Canadian and U.K.  subsidiaries  typically transact
         business in their own  currencies  and  accordingly  are not subject to
         significant currency conversion gains and losses. A. P. Green de Mexico
         and PT AP Green  Indonesia  transact  a  significant  portion  of their
         business  in U.S.  dollars  and,  as  such,  use the  dollar  as  their
         functional  currency.  This  results in currency  conversion  gains and
         losses  on  Mexican  peso and  Indonesian  rupiah  transactions,  A. P.
         Green's  portion  of  which  was not  significant  to the  consolidated
         results.

Income Taxes
------------

         The 35.7%  effective tax rate for the second quarter of 1997 was due to
         reduced tax depletion on lime reserves,  increased royalty receipts and
         an increase in meals and entertainment expense. The 39.3% effective tax
         rate for the  second  quarter  of 1996  was due  primarily  to  limited
         recognition  of tax benefits  from the pre-tax  startup  losses of LTI.
         Those benefits were  subsequently  recognized during the second half of
         1996.




                                       13

<PAGE>



Equity in Net Income of Affiliates
----------------------------------

         The  Company's  share of income from its two Colombian  affiliates  was
         $15,000 for the three months  ended June 30, 1997  compared to $199,000
         for the comparable 1996 period. The reduction was due to a recession in
         the  Colombian  construction  industry,  political  uncertainty  and  a
         general decline in economic conditions in Colombia. Current projections
         indicate reduced income levels will continue in the near future.


RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX
----------------------------------------------------------------------
MONTHS ENDED JUNE 30, 1996
--------------------------

         Total  sales  increased  2.2% to a record  $136.7  million  for the six
         months ended June 30, 1997 from $133.8 million for the comparable  1996
         period.  Gross profit declined 2.8% to $24.4 million from $25.1 million
         for the  comparable  periods.  The impact  from the  December  31, 1996
         acquisition  of  Eastern  Ridge  Lime in  Ripplemead,  Virginia  was to
         increase sales by approximately $4.7 million, with a slight increase in
         gross profit which was not material to the consolidated results.

Refractory Products and Services
--------------------------------

         Refractory  products and services  sales were $112.5 million and $113.7
         million for the six months ended June 30, 1997 and 1996,  respectively,
         reflecting a decline of 1.1%.  U.S.  refractory  sales declined 3.2% to
         $95.2 million for the six months ended June 30, 1997 from $98.3 million
         for the comparable 1996 period. This decline was primarily due to lower
         sales of silica products from the Lehi, Utah plant,  which were high in
         1996 due to capital  projects at several glass and coke oven customers.
         A significant  increase in Chinese imports has also negatively impacted
         the Company's silica business.

         Volume declined 0.3%,  with declines in brick,  specialties and ceramic
         fibers largely offset by volume increases in precast shapes,  INTOGREEN
         and LTI products.  Price  declines in brick,  precast  shapes,  ceramic
         fibers and INTOGREEN  products were partially offset by improvements in
         specialties and LTI products pricing for a net average price decline of
         0.7%.  U.S.  export  sales  declined  30.5%  to  $9.6  million  for the
         six-month  period  ended  June 30,  1997  from  $13.8  million  for the
         comparable 1996 period, primarily due to reduced sales to the Far East,
         Europe and the Middle East. Reduced U.S. export sales to Mexico and the
         Caribbean were offset with increased sales by A. P. Green de Mexico.

         Sales at the Canadian  subsidiary  increased  4.5% to $12.5 million for
         the  six  months  ended  June  30,  1997  from  $11.9  million  for the
         comparable  1996  period.  Increased  volumes in brick,  crucibles  and
         precast shapes were partially offset by reduced  specialties volume for
         a net volume  increase of 4.6%.  Ceramic  fiber sales volumes were flat
         for the comparable  six-month periods.  Brick,  specialties and ceramic
         fiber  pricing  improvements  were  partially  offset  by  declines  in
         crucible  and precast  shape  pricing,  resulting  in an overall  price
         increase of 3.4%.

                                       14

<PAGE>



         The first  quarter of 1996  included  costs  associated  with the final
         shutdown of the Weston, Ontario plant, which was sold in December 1995,
         and relocation of the related  inventory and equipment.  Elimination of
         those costs resulted in a gross margin  improvement of nearly 22.0%. As
         a result of that  gross  margin  improvement,  the  Canadian  operation
         generated  pre-tax income of $176,000 for the six months ended June 30,
         1997  compared to a pre-tax  loss of $106,000 for the  comparable  1996
         period.

         Sales by the United Kingdom  subsidiary  declined 10.9% to $4.2 million
         for the first six  months of 1997 from $4.7  million  for the first six
         months  of 1996 due to weak  market  conditions.  Lower  volume  levels
         resulted in reduced production efficiencies,  contributing to a pre-tax
         loss of $58,000  for the six months  ended June 30,  1997  compared  to
         pre-tax earnings of $243,000 for the 1996 period.

         A. P. Green de Mexico  sales for the first six months of 1997 were $5.0
         million,  a 38.2%  increase over 1996 sales of $3.6 million.  Increased
         maintenance,   material   and  freight   costs,   higher   selling  and
         administrative  costs and a weakening  Mexican  peso  contributed  to a
         decline  in pre-tax  earnings  to  $498,000  for the first half of 1997
         compared to $560,000 for the same period in 1996.

         Sales at PT AP Green  Indonesia were  $468,000,  with a pre-tax loss of
         $469,000  due to the  relatively  high fixed  costs at the low  initial
         volume level.  This  operation is expected to have  profitable  monthly
         results by the end of 1997, however, a loss is anticipated for the full
         year.  The  Indonesian  operation  incurred a pre-tax  start-up loss of
         $125,000 during the first half of 1996.

         Refractory  products cost of sales as a percentage  of sales  increased
         slightly  to  82.5% in 1997  from  82.1% in  1996.  This  increase  was
         primarily due to lower margins at A. P. Green de Mexico and in the U.K.
         as discussed above,  high relative fixed costs at PT AP Green Indonesia
         and increased  material  costs in the U.S..  Also  contributing  to the
         higher 1997 costs was reduced production at the Mexico,  Missouri plant
         as  new  mixing  and  batching  equipment  was  installed  in  January.
         Partially  offsetting  these cost increases were lower equipment repair
         and maintenance expense and reduced costs in Canada as discussed above.
         Refractory  operating  profits declined 13.9% to $6.4 million from $7.5
         million  in 1997  and  1996,  respectively,  due to the  reduced  gross
         margins,  higher group health insurance  expense and increased  selling
         and administrative costs at A. P. Green de Mexico,  INTOGREEN,  LTI and
         PT AP Green Indonesia.

Industrial Lime
---------------

         Industrial  lime  sales  increased  21.0% to $24.4  million  from $20.1
         million  for the  six-month  periods  ended  June 30,  1997  and  1996,
         respectively,  including  $4.7  million  from the plant in  Ripplemead,
         Virginia  acquired December 31, 1996. A decline in quicklime volume was
         partially offset by increased  Cal-Dol volume at the Kimballton  plant,
         with hydrate volume flat for the comparable quarters,  for a net volume
         decline of 2.6%. Also  contributing to the volume decline at Kimballton
         was a strike at one of the plant's major

                                       15

<PAGE>



         customers.  Kimballton  hydrate and quicklime prices improved  slightly
         from the comparable 1996 period,  with Cal-Dol prices flat, for a small
         overall price increase.  New Braunfels  volumes  declined an average of
         1.7% across all product lines, while price increases for industrial and
         road  stabilization  lime were  offset by a decline  in  building  lime
         prices.

         Industrial  lime gross  profit was  unchanged  at $4.7  million for the
         comparable six-month periods, representing 19.2 % of sales and 23.4% of
         sales for 1997 and 1996,  respectively.  The  decline  in gross  profit
         percentage was due to increased  purchased  material,  depreciation and
         group health  insurance  costs at both the Kimballton and New Braunfels
         plants and reduced  efficiencies at the Kimballton  plant occasioned by
         lower volumes as a result of a the strike  previously  mentioned.  Also
         contributing  to the  decline  in  gross  profit  percentage  were  the
         relatively high operating costs and  depreciation  related to the newly
         acquired Ripplemead plant. Significant improvements continue to be made
         at this facility, which generated a small net profit for the first half
         of 1997, and the impact of these  improvements,  coupled with increased
         synergies with the nearby Kimballton  plant,  should result in improved
         gross profit percentages in future periods.  Partially offsetting these
         cost  increases  were  reduced   processing  fuel  costs  at  both  the
         Kimballton and New Braunfels plants and reduced equipment  maintenance,
         power and explosives costs at the New Braunfels plant.  Industrial lime
         operating profit declined 2.2% to $4.0 million for the first six months
         of 1997  compared  to $4.1  million  for the  comparable  1996  period,
         primarily due to the reduced gross profit.

Expenses and Other Income
-------------------------

         Selling and administrative  expenses increased 1.0% to $18.4 million in
         1997 from $18.2 million in 1996.  Higher group health  insurance  costs
         and increased expenses at INTOGREEN,  LTI, A. P. Green de Mexico and PT
         AP Green  Indonesia were largely  offset with  reductions in management
         and sales incentives and LTI research costs.

         Interest  expense  was $1.6  million  for the first half of both years,
         with  increased  interest  related to borrowings  against the Company's
         line of credit  offset  by  reduced  interest  on the  unsecured  notes
         associated with the 1994 General  acquisition.  Daily average bank line
         borrowings were  approximately $3.3 million during the first six months
         of 1997,  while  there  were no bank line  borrowings  during  the same
         period of 1996. Interest income declined 17.8% due primarily to reduced
         funds  available  for  investing.  Other income  declined  56.6% due to
         currency  conversion losses on U.S. dollar denominated  accounts at the
         Company's  Canadian   subsidiary  and  Mexican  peso  accounts  at  the
         Company's Mexican subsidiary compared to gains during the first half of
         1996, partially offset by increased royalty income.

         The Company and its Canadian and U.K.  subsidiaries  typically transact
         business in their own  currencies  and  accordingly  are not subject to
         significant currency conversion gains and losses. A. P. Green de Mexico
         and PT AP Green  Indonesia  transact  a  significant  portion  of their
         business  in U.S.  dollars  and,  as  such,  use the  dollar  as  their
         functional

                                                    16

<PAGE>



         currency.  This  results  in  currency  conversion  gains and losses on
         Mexican peso and Indonesian rupiah transactions,  A. P. Green's portion
         of which was not significant to the consolidated results.

Income Taxes
------------

         The 35.4%  effective  tax rate for the first six months of 1997 was due
         to reduced tax depletion on lime reserves,  increased  royalty receipts
         and an increase in meals and entertainment expense. The 38.1% effective
         tax  rate  for the  first  half of 1996 was due  primarily  to  limited
         recognition  of tax benefits  from the pre-tax  startup  losses of LTI.
         Those benefits were  subsequently  recognized during the second half of
         1996.

Equity in Net Income of Affiliates
----------------------------------

         The  Company's  share of income from its two Colombian  affiliates  was
         $30,000 for the three months  ended June 30, 1997  compared to $379,000
         for the comparable 1996 period. The reduction was due to a recession in
         the  Colombian  construction  industry,  political  uncertainty  and  a
         general decline in economic conditions in Colombia. Current projections
         indicate reduced income levels will continue in the near future.

Accounting Standards Not Yet Implemented
----------------------------------------

         The Company is required to implement Statement of Financial  Accounting
         Standards  No.  128,  "Earnings  per  Share,"  for the quarter and year
         ending  December 31, 1997. The standard  requires  presentation of both
         basic and diluted  earnings  per share on the face of the  consolidated
         statement of earnings, using the treasury stock method to calculate the
         net impact of dilutive  securities.  In addition,  a reconciliation  of
         both the numerator and denominator of the two  calculations is required
         in the footnotes to the  financial  statements.  Implementation  of the
         standard  would have no impact on basic  earnings per share as reported
         herein,  whereas diluted  earnings per share would be $.32 and $.35 for
         the quarters ended June 30, 1997 and 1996,  respectively,  and $.42 and
         $.56  per  share  for the six  months  ended  June 30,  1997 and  1996,
         respectively.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards No. 129,  "Disclosure  of
         Information about Capital Structure",  which the Company is required to
         implement for the year ending December 31, 1997. In June 1997 the Board
         issued Statement No. 130,  "Reporting  Comprehensive  Income",  and No.
         131,   "Disclosures   about  Segments  of  an  Enterprise  and  Related
         Information",  which the Company is required to implement  for the year
         ending  December  31,  1998.   Although  the  implementation  of  these
         statements will have no impact on the financial results of the Company,
         it is  assessing  the  impact of these  statements  on the  disclosures
         provided in its quarterly and annual reports.


                                       17

<PAGE>



                                INDUSTRY SEGMENTS
                                 (In thousands)

                                                     Six Months Ended June 30,
                                                     -------------------------
                                                       1997              1996
                                                     -------           -------
Net Sales

Refractory products and services                    $112,505          $113,700
Industrial lime                                       24,367            20,132
Intersegment eliminations                               (203)              (60)
                                                     -------           ------- 

                                                    $136,669          $133,772
                                                     =======           =======

Gross Profit

Refractory products and services                    $ 19,728          $ 20,402
Industrial lime                                        4,688             4,715
                                                     -------           -------

                                                    $ 24,416          $ 25,117
                                                     =======           =======
Gross Profit Percentage

Refractory products and services                        17.5%             17.9%
Industrial lime                                         19.2%             23.4%

                                                        17.9%             18.8%
                                                     =======           =======
Operating Profit

Refractory products and services                    $  6,439          $  7,476
Industrial lime                                        4,016             4,105
                                                     -------           -------

                                                      10,455            11,581

Other Charges to Income

General corporate expenses, net                        4,236             4,372
Interest expense                                       1,646             1,577
Interest income                                         (499)             (606)
                                                     -------           -------

  Total other charges                                  5,383             5,343
                                                     -------           -------

Earnings Before Income Taxes                        $  5,072          $  6,238
                                                     =======           =======



                                       18

<PAGE>



                                                     Six Months Ended June 30,
                                                     -------------------------
                                                       1997              1996
                                                     -------           -------
Identifiable Assets (at period end)

Refractory products and services                    $279,699          $313,072
Industrial lime                                       59,391            47,512
Corporate                                              9,318             6,676
                                                     -------           -------

                                                    $348,408          $367,260
                                                     =======           =======
Depreciation, Depletion and Amortization

Refractory products and services                    $  3,464          $  3,292
Industrial lime                                        2,168             1,387
Corporate                                                353               526
                                                     -------           -------

                                                    $  5,985          $  5,205
                                                     =======           =======
Capital Expenditures

Refractory products and services                    $  2,407          $  5,386
Industrial lime                                        1,217             1,433
Corporate                                                377               228
                                                     -------           -------

                                                    $  4,001          $  7,047
                                                     =======           =======

                               GEOGRAPHIC SEGMENTS
                                 (In thousands)

                                                     Six Months Ended June 30,
                                                     -------------------------
                                                       1997              1996
                                                     -------           -------
Net Sales

United States                                       $119,520          $118,467
Canada                                                12,481            11,947
United Kingdom                                         4,183             4,692
Mexico                                                 4,967             3,594
Far East                                                 468                --
Intersegment transfers (primarily U.S.)               (4,950)           (4,928)
                                                     -------           -------

                                                    $136,669          $133,772
                                                     =======           =======



                                       19

<PAGE>


                                                     Six Months Ended June 30,
                                                     -------------------------
                                                       1997              1996
                                                     -------           -------
Earnings (Loss) Before Income Taxes

United States                                       $  4,925          $  5,666
Canada                                                   176              (106)
United Kingdom                                           (58)              243
Mexico                                                   498               560
Far East                                                (469)             (125)
                                                     -------           -------

                                                    $  5,072          $  6,238
                                                     =======           =======
Identifiable Assets (at period end)

United States                                       $303,073          $331,606
Canada                                                17,682            17,676
United Kingdom                                         4,053             4,671
Mexico                                                 6,837             5,633
Far East                                               7,445               998
Corporate                                              9,318             6,676
                                                     -------           -------

                                                    $348,408          $367,260
                                                     =======           =======

                              PRICE/VOLUME SUMMARY
                            1997 AS COMPARED TO 1996
                           PERCENT INCREASE (DECREASE)

                                                       Three           Six
                                                       Months         Months
                                                       Ended          Ended
                                                    June 30, 1997  June 30, 1997
                                                    -------------  -------------

U.S. Refractory Products Sales

  Volume                                                0.8%          (0.3)%

  Price                                                (0.2)          (0.7)

Industrial Lime Sales
  (excluding impact of Eastern Ridge acquisition)

  Volume                                               (1.5)          (2.8)
 
  Price                                                 2.2            0.5




                                       20

<PAGE>



FINANCIAL CONDITION
-------------------

The Company continues to maintain a strong balance sheet.

                               Summary Information
                             (Dollars in thousands)

                                      June 30,             December 31,
                               -------------------         ------------
                                1997          1996             1996
                                ----          ----             ----

Working capital             $  74,314      $ 79,471        $  75,541

Current ratio                   2.8:1         3.0:1            2.7:1

Total assets                 $348,408      $367,260         $355,129

Current maturities of
 long-term debt                 4,120         2,867            4,168

Long-term debt                 37,710        34,341           40,109

Stockholders' equity          120,951       117,218          118,384

Debt to total
 capitalization(1)               25.7%         24.1%            27.2%


(1)    Calculated as total Debt  (long-term debt including  current  maturities)
       divided by total stockholders' equity plus total Debt.

Working  capital  declined  $5.2 million to $74.3  million at June 30, 1997 from
$79.5  million at June 30,  1996,  net of $1.8  million  obtained in the Eastern
Ridge  acquisition,  while the ratio of current  assets to  current  liabilities
decreased to 2.8:1 from 3.0:1. Excluding the impact of the acquisition,  working
capital  decreased  $7.0 million,  primarily due to a $5.3 million  reduction in
accounts  receivable  resulting  from  improved  collection  efforts  and a $3.5
million reduction in reimbursement due on paid asbestos claims, partially offset
by a $1.5 million increase in cash.

As compared  to December  31,  1996,  working  capital  declined  $1.2  million,
primarily due to a $3.9 million  reduction in reimbursement due on paid asbestos
claims and a $3.3 million reduction in cash,  partially offset by a $1.8 million
increase in accounts receivable due to increased sales levels and a $3.6 million
reduction  in accounts  payable.  The  reduction  in  reimbursement  due on paid
asbestos  claims  since  both June 30,  1996 and  December  31,  1996 was due to
asbestos claim settlements with and reimbursements  from the Company's insurance
carriers and the Center.



                                       21

<PAGE>



The $1.3 million increase in current maturities of long-term debt since June 30,
1996 was due  primarily to  reclassification  from  long-term  debt of the final
payment on an industrial development revenue bond at the Bessemer, Alabama plant
which matures in December  1997.  Long-term  debt  decreased  $2.4 million since
December 31, 1996 due primarily to a net $3.0 million  reduction in  outstanding
borrowings  against  the U.S.  long-term  line of  credit.  This  reduction  was
partially offset by a $700,000 ten-year capital lease on a warehouse in Houston,
Texas, which bears an interest rate of 10.9% and expires December 1, 2006.

Projected  insurance  recovery  on asbestos  claims  declined  $1.9  million and
projected  asbestos  claims declined $3.5 million since December 31, 1996 due to
asbestos  claim  payments by insurance  carriers and  settlements by the Company
with  those  carriers  during the first six  months of 1997.  The net  projected
asbestos liability included in the Company's consolidated statement of financial
position  has been  reduced  to zero as a result of final  settlements  with the
Company's  insurance  carriers.  Future payments of asbestos claims will be made
directly to the Center by those carriers.

Deferred income tax assets  decreased by  approximately  $700,000 since December
31,  1996 due  primarily  to payment by the  Company  of  asbestos  liabilities.
Deferred income tax liabilities  declined  approximately  $1.7 million primarily
due to reductions in prepaid pension costs and depreciation method differences.

Capital  expenditures  for the first six  months of 1997  totaled  $4.0  million
compared to $7.0 million for the same period of 1996, with capital  expenditures
for the  refractories  business  declining  $3.0  million.  This  reduction  was
primarily  due to completion of both the new plant in Indonesia and the movement
of operations  previously at Weston,  Ontario to the  Smithville,  Ontario plant
during 1996.

In May 1997,  the  Company's  $30.0  million U.S.  long-term  line of credit was
extended  to May 2,  1999.  At the  same  time,  certain  restrictive  covenants
associated  with the Company's  U.S.  long-term line of credit and the unsecured
notes payable were amended  effective January 1, 1997 to terms more favorable to
the  Company.  Approximately  $1.5  million  of this  line of  credit  was being
utilized at June 30, 1997 for outstanding  letters of credit and $6.0 million in
borrowings remained  outstanding,  leaving an available balance of approximately
$22.5 million.














                                       22

<PAGE>



A. P. GREEN INDUSTRIES, INC.

PART II.  OTHER INFORMATION

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

                  The Annual Meeting of  Stockholders of A. P. Green was held on
                  May 8, 1997 at which the  stockholders  voted on the following
                  matters:

        1.        the election  of one Class  II director to hold  office  for a
                  term of two years;

        2.        the election of two Class III directors  to hold  office for a
                  term of three years; and

        3.        the ratification of  the appointment  of KPMG Peat Marwick LLP
                  as  A. P. Green's  auditors  for  the year ending December 31,
                  1997.

                  With regard to the election of the Class II director,  Mack G.
                  Nichols  was  elected  as a  director  of A.  P.  Green  in an
                  uncontested election. The vote with respect to Mr. Nichols was
                  6,749,070 shares FOR and 117,804 shares WITHHOLD  AUTHORITY TO
                  VOTE.

                  With regard to the election of the Class III directors,  James
                  M. Stolze and William F. Morrison were elected and  reelected,
                  respectively,  as directors  of A. P. Green in an  uncontested
                  election.  The vote with respect to Mr.  Stolze was  6,742,429
                  shares FOR and 124,445 shares WITHHOLD  AUTHORITY TO VOTE. The
                  vote with respect to Mr. Morrison was 6,745,171 shares FOR and
                  121,703 shares WITHHOLD AUTHORITY TO VOTE.

                  The other directors  whose term of office  continued after the
                  Annual Meeting are Paul F. Hummer,  P. Jack O'Bryan and Daniel
                  R. Toll.

                  With regard to the  ratification  of the approval of KPMG Peat
                  Marwick LLP as auditors for the year ending December 31, 1997,
                  the ratification was approved by the following vote: 6,754,598
                  shares FOR,  55,038 shares  AGAINST and 57,238 shares  ABSTAIN
                  and BROKER NON-VOTES.

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

       (a)        Exhibits:
                  ---------

                  Exhibit No.
                  -----------

                  27 Financial  Data Schedule as of and for the Six Months Ended
                     June 30, 1997.

       (b)        Reports on Form 8-K:  
                  --------------------  
                  No reports on Form 8-K were filed during the quarter
                  ended June 30, 1997.

                                       23

<PAGE>


                                    SIGNATURE
                                    ---------

Pursuant  to the  requirements  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.

                                              A. P. Green Industries, Inc.
                                                     (Registrant)



                                              By: /s/Gary L. Roberts
                                                  ------------------
                                                     Gary L. Roberts

                                                 Vice President, Chief Financial
                                                       Officer and Treasurer



Date:  August 13, 1997
       ---------------




























                                       24

<PAGE>