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 September 30, 1996         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  November  12,  1996,
8,021,508 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)

                                                    September 30,  December 31,
                                                        1996           1995
                                                    -------------  ------------
(Dollars in thousands, except per share data)

ASSETS

  Current Assets
    Cash and cash equivalents                         $  5,464       $  9,284
    Receivables (net of allowances -
       1996, $1,684;  1995, $1,930)                     40,837         44,183
    Reimbursement due on paid asbestos claims            4,098          3,696
    Inventories                                         52,217         55,557
    Projected insurance recovery on asbestos claims     24,590         21,990
    Deferred income tax asset                            2,601          4,115
    Other                                                8,049          6,411
                                                       -------        -------
        Total current assets                           137,856        145,236

  Property, plant and equipment, net                    98,418         96,785
  Non-current projected insurance recovery
    on asbestos claims                                  93,354        113,168
  Pension assets                                         9,101          9,071
  Intangible assets, net                                 4,232          3,941
  Other assets                                           5,186          5,367
                                                       -------        -------
Total assets                                          $348,147       $373,568
                                                       =======        =======

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                  $ 15,347       $ 18,254
    Accrued expenses
        Payrolls                                         5,850          6,281
        Taxes other than on income                       2,307          1,889
        Insurance reserves                               3,848          4,657
        Current portion of projected asbestos claims    24,811         22,198
        Other                                            6,906          8,534
    Current maturities of long-term debt                 2,942          2,705
    Income taxes                                           684          1,103
                                                       -------        -------
        Total current liabilities                       62,695         65,621

  Deferred income taxes                                 10,630         12,671
  Long-term non-pension benefits                        16,381         15,597
  Long-term pensions                                    12,646         14,233
  Long-term debt                                        31,804         34,384
  Non-current projected asbestos claims                 94,472        115,048
                                                       -------        -------
        Total liabilities                              228,628        257,554
                                                       -------        -------
  Minority Interests                                     1,502          2,015

  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:  8,975,442 in 1996
       and 4,486,221 in 1995                             8,975          4,486
    Additional paid-in capital                          68,309         72,770
    Retained earnings                                   61,030         56,981
    Less:Deferred foreign currency translation          (3,075)        (2,931)
         Treasury stock of 953,934 shares in 1996,
           448,962 in 1995, at cost                     (9,497)        (9,018)
         Note receivable-ESOT                           (6,941)        (7,505)
         Minimum pension liability adjustment,
           net of tax                                     (784)          (784)
                                                       -------        -------
      Total stockholders' equity                       118,017        113,999
                                                       -------        -------
    Total liabilities and stockholders' equity        $348,147       $373,568
                                                       =======        =======
See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)




                                               Three months ended September 30,
                                               --------------------------------
(Dollars in thousands, except per share data)         1996           1995
                                                  ------------   ------------

Net sales                                           $61,948        $62,652

Cost of sales                                        53,006         51,464
                                                     ------         ------
     Gross profit                                     8,942         11,188

Expenses and other income

    Selling & administrative expenses                 8,648          8,029

    Interest expense                                    766            806

    Interest income                                    (279)          (414)

    Minority interest in loss of partnership            (35)           (15)

    Other income, net                                  (324)          (382)
                                                     ------         ------
       Earnings before income taxes                     166          3,164

Income tax expense (benefit)                            (66)           920

Equity in net income of affiliates                       --           (136)

Minority interest in income (loss) of
  consolidated subsidiaries                            (112)           115
                                                     ------         ------
Net earnings                                        $   344        $ 2,265
                                                     ======         ======
Net earnings per common share                       $  0.04        $  0.28
                                                     ======         ======
Weighted average number of common shares          8,021,508      8,057,064
                                                  =========      =========
Dividends per common share                          $  0.04        $  0.04
                                                     ======         ======
See accompanying notes to consolidated financial statements.






















                                       3
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)




                                                Nine months ended September 30,
                                                -------------------------------
(Dollars in thousands, except per share data)         1996           1995
                                                  ------------   ------------

Net sales                                           $195,720       $188,856

Cost of sales                                        161,927        157,271
                                                     -------        -------
     Gross profit                                     33,793         31,585

Expenses and other income

    Selling & administrative expenses                 26,599         23,688

    Interest expense                                   2,343          2,396

    Interest income                                     (885)        (1,124)

    Minority interest in loss of partnership             (76)           (42)

    Other income, net                                   (591)          (644)
                                                     -------        -------
       Earnings before income taxes                    6,403          7,311

Income tax expense                                     2,307          1,279

Equity in net income of affiliates                      (379)          (542)

Minority interest in income (loss) of
  consolidated subsidiaries                             (437)           115
                                                     -------        -------
     Net earnings                                   $  4,912       $  6,459
                                                     =======        =======
Net earnings per common share                       $   0.61       $   0.80
                                                     =======        =======
Weighted average number of common shares           8,043,150      8,056,798
                                                   =========      =========
Dividends per common share                          $   0.11       $   0.11
                                                     =======        =======
See accompanying notes to consolidated financial statements.






















                                       4
<PAGE>

A. P. GREEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                Nine months ended September 30,
                                                -------------------------------
(Dollars in thousands)                                1996           1995
                                                  ------------   ------------
Cash flows from operating activities

  Net earnings                                      $  4,912       $  6,459

  Adjustments for items not requiring
    (providing) cash
    Depreciation, depletion and amortization           7,902          7,538
    Deferred compensation earned                          --              4
    Stock compensation to directors                       28             23
    Provision for losses on accounts receivable          511            483
    Loss on sale of assets                                14             79
    Equity in undistributed earnings of affiliates       (95)          (127)
    Minority interest in earnings (losses) of
      consolidated subsidiaries and partnership         (513)            73

  Decrease (increase) in assets
    Trade receivables                                  2,834          2,488
    Asbestos claim and fee reimbursements received    17,260         24,295
    Inventories                                        3,340          1,211
    Receivable and prepaid taxes                        (137)           --
    Other current assets                              (1,626)          (896)

  Increase (decrease) in liabilities
    Accounts payable and accrued expenses             (5,258)       (12,628)
    Asbestos claims paid                             (18,508)       (17,755)
    Pensions                                          (1,588)            77
    Income taxes                                        (418)          (386)
    Deferred income taxes                               (527)        (1,189)
    Long-term non-pension benefits                       784            239
                                                     -------        ------- 
  Net cash provided by operating activities            8,915          9,988
                                                     -------        ------- 
Cash flows from investing activities

  Capital expenditures                                (9,374)        (6,924)
  Decrease (increase) in other long-term assets         (454)           677
  Increase in pension assets                             (30)           (34)
  Proceeds from sales of assets                          389            252
  Payment received on ESOT note                          564            -- 
  Purchase of Plibrico de Mexico operation,
    net of cash acquired                                 --          (1,763)
                                                     -------        ------- 
  Net cash used in investing activities               (8,905)        (7,792)
                                                     -------        ------- 
Cash flows from financing activities

  Repayments of debt                                  (2,669)          (131)
  Proceeds from borrowings                               325            --
  Dividends paid                                        (884)          (846)
  Purchases of common stock for treasury                (480)           --
  Capital contribution from minority partner             --             120
  Tax benefit on dividends paid to ESOT                   22             23
  Tax effect on stock plan                               --               2
                                                     -------        ------- 
  Net cash used in financing activities               (3,686)          (832)
                                                     -------        ------- 
Effect of exchange rate changes                         (144)            33
                                                     -------        ------- 
Net increase (decrease) in cash and cash equivalents  (3,820)         1,397

Cash and cash equivalents at beginning of year         9,284          9,637
                                                     -------        ------- 
Cash and cash equivalents at end of period          $  5,464       $ 11,034
                                                     =======        =======

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, 1995. The results for the quarter
         and  nine-month  period ended  September  30, 1996 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.

2.       RESERVES FOR PLANT CLOSINGS
         ---------------------------

         The Company  has  reserves  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 the  second  quarter of 1995 this
         reserve was increased by  approximately  $330,000,  primarily to revise
         estimates of employee  termination  benefits resulting from the sale of
         these facilities taking longer than anticipated. A $380,000 reserve was
         also  established  during the second quarter of 1995 for the closing of
         the  Weston,   Ontario   plant,   which  was  sold  in  December  1995.
         Substantially all employees at these facilities  (approximately  210 in
         total)  have  been  terminated  and   approximately   $3.1  million  of
         termination  benefits and plant closing costs have been charged against
         the reserves to date.  The U.S.  facilities  are held for sale at their
         estimated net realizable value.













                                       6

<PAGE>

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

                                         September 30, 1996  December 31, 1995
                                         ------------------  -----------------

Finished goods & work-in-process
  Valued at LIFO:
    FIFO cost                                 $ 33,435           $ 36,429
    Less LIFO reserve                          (15,221)           (14,186)
                                               -------            -------

      LIFO cost                                 18,214             22,243
  Valued at FIFO                                10,805             10,404
                                               -------            -------

      TOTAL                                     29,019             32,647
                                               -------            -------

Raw materials and supplies
  Valued at LIFO:
    FIFO cost                                   17,823             18,187
    Less LIFO reserve                           (5,992)            (5,234)
                                               -------            -------

      LIFO cost                                 11,831             12,953
  Valued at FIFO                                11,367              9,957
                                               -------            --------

      TOTAL                                     23,198             22,910
                                               -------            -------

                                              $ 52,217           $ 55,557
                                               =======            =======

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

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

         A. P. Green is among  numerous  defendants  in lawsuits  pending as of
         September  30,  1996 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, 1995,
         1994 and 1993 was as follows:

                                       7
<PAGE>

         ----------------------------------------------------------------------
                                                   1995       1994        1993
         ----------------------------------------------------------------------
         Claims pending at January 1              50,920     52,122      50,007
         Claims filed                             12,560     14,836      26,100
         Cases settled, dismissed or
           otherwise resolved                    (15,113)   (16,038)    (23,985)
                                                 -------    -------     -------

           Claims pending at December 31          48,367     50,920      52,122
                                                 =======    =======     =======

         Average settlement amount per claim(1)  $ 1,778    $ 1,816     $ 1,728

         (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 about the same time,
         the  Center  negotiated  and  filed  with the Court a  settlement  (the
         Settlement)  between the Members and the Class.  Under the terms of the
         Settlement,  the Members have agreed to pay  compensation to any member
         of the Class who has, according to objective medical criteria, physical
         impairment  as  a  result  of  such  exposure.   Different   levels  of
         compensation  will be paid depending on the type and degree of physical
         impairment.  No punitive damages will be paid. The Settlement provides,
         among other  things,  for a cap on the number of claims to be processed
         each year  during the next ten years and a range of  settlement  values
         for each disease  category.  Settlement  values are based on historical
         average  payments by the Center for similar cases.  Each Member will be
         responsible  for its  percentage  share of each claim payment (no joint
         and several liability), such shares having been previously established.
         Hearings were held to determine the fairness of the  Settlement and the
         court ruled that the  Settlement  was fair and enjoined  Class  members
         from filing lawsuits in the tort system against the Members. The Center
         is processing  and settling  claims filed by Class members  pursuant to
         the Settlement.  This ruling has been appealed by certain objectors. On
         May 10, 1996,  the United States Court of Appeals for the Third Circuit
         ordered  the  District  Court to  decertify  the Class and  vacate  the
         injunction  prohibiting  Class  members  from  filing  suit in the tort
         system against the Members of the Center.  A petition for rehearing was
         denied.  A petition to the Supreme Court for a writ of  certiorari  was
         filed and, on November 1, 1996, was granted.

         In a third party action filed simultaneously with the class action (and
         in parallel Alternate Dispute Resolution proceedings), the Members have
         asked for a declaratory judgment against their respective insurers that
         such insurers  cannot use the  Settlement as a defense to their payment
         under  applicable  insurance  policies.  The  Settlement  is  expressly
         contingent upon such declaratory relief. In addition, some Members,
        
                                       8
<PAGE>

         including A. P. Green,  have asked for a declaratory  judgment  against
         their insurers with whom they have not reached coverage resolutions. No
         decision has been rendered at this date with respect to these issues.

         Under the  assumption  that it  receives  these  court  approvals,  the
         Settlement  has provided the Company  with a basis for  estimating  its
         potential  liability and related  insurance  recovery  associated  with
         asbestos  cases.  The  Company has  reviewed  its  insurance  policies,
         historical  settlement  amounts,  the number of  pending  cases and the
         projected  number of claims to be filed  pursuant to the Settlement and
         the Company's share of amounts to be paid  thereunder.  The Company has
         also reviewed its contractual  liability for the payment of deductibles
         under certain  insurance  policies  insuring the E. J. Bartells Company
         (Bartells),  a former  subsidiary,  against  asbestos-related  personal
         injury claims, such policies having been issued when Bartells was owned
         by A. P.  Green.  Additionally,  the Company  has  reviewed  the claims
         asserted by  Bartells  against  the  issuers of such  policies  and any
         exposure of the Company to such claims.  Based upon such  reviews,  the
         Company has  estimated  its  liability  for such cases and claims to be
         approximately  $119.3  million and $137.2 million at September 30, 1996
         and  December  31,  1995,   respectively,   with  partially  offsetting
         projected insurance  reimbursements of approximately $117.9 million and
         $135.1 million, respectively. 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  financial  position  or  results  of
         operations.  Management anticipates that payments for these claims will
         occur  over at least ten years  and can be made from  normal  operating
         cash sources.

         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.

                                       9
<PAGE>

         There was no assumption of asbestos-related  liability, either personal
         injury  or  property  damage,   in  connection  with  the  August  1994
         acquisition of the refractory assets of General.

         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 of not
         more than $10,000. 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
         -----

         A. P. Green is subject to claims and other  lawsuits  that arise in the
         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 SEPTEMBER 30, 1996 COMPARED TO
-------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 1995
-------------------------------------

         Total sales  decreased 1.1% to $61.9 million for the three months ended
         September  30,  1996  from  $62.7  million  for  the  comparable   1995
         three-month  period.  Gross profit decreased 20.1% to $8.9 million from
         $11.2 million for the comparable periods.  The impact from the December
         1995  acquisition  of Lanxide  ThermoComposites,  Inc. and  subsidiary,
         Chiam  Technologies,  Inc.  (collectively  referred  to as LTI)  was to
         increase  sales by $588,000  and reduce gross profit by $105,000 due to
         the relatively high percentage of fixed costs at the initial low volume
         level. The impact from the INTOGREEN partnership formed in January 1995
         was to increase  sales by  $357,000  and gross  profit by $34,000.  The
         additional  sales from new  ventures  were  offset by a decline in U.S.
         refractory sales as discussed below.

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

         Refractory  products and services sales decreased 1.9% to $52.2 million
         for the three months ended  September  30, 1996 from $53.2  million for
         the comparable 1995 period.  United States  refractory sales were $43.9
         million and $44.6 million for the  three-month  periods ended September
         30, 1996 and 1995,  respectively,  a decrease of 1.6%.  The impact from
         LTI and INTOGREEN was to increase  U.S.  refractory  sales by $945,000.
         Excluding  this  acquisition  impact,  U.S.  refractory  product  sales
         volumes  decreased an average of 0.5%,  with decreases in brick volumes
         partially  offset by increases in all other product  lines.  Prices for
         brick,  specialties  and precast shapes were down compared to the third
         quarter of 1995,  partially  offset by an  increase  in  ceramic  fiber
         pricing for a net price  decline of 1.0%.  U.S.  export sales  improved
         13.3% to $5.8  million in the third  quarter of 1996 from $5.1  million
         for the third quarter of 1995 as the Company's  international  business
         continued to expand.

         Sales of the Canadian subsidiary increased 7.0% to $6.1 million for the
         three-month  period ended  September 30, 1996 from $5.7 million for the
         comparable 1995 period.  Specialties and crucible volume increases were
         partially offset by declines in brick,  ceramic fiber and precast shape
         volumes for an average  volume  increase of 1.0%.  Prices  increased an
         average of 7.3% across all product  lines except clays and grogs.  As a
         result of the sales increase and continuing cost control measures,  the
         Canadian operation generated pre-tax earnings of $253,000 for the third
         quarter  of  1996  compared  to a  pre-tax  loss  of  $120,000  for the
         comparable 1995 period.

                                       11

<PAGE>

         Sales in the United  Kingdom  (U.K.)  declined to $2.4  million for the
         third quarter of 1996 from $2.7 million for the comparable 1995 period.
         U.K.  pre-tax  earnings  were  $185,000  for  the  three  months  ended
         September 30, 1996 compared to $196,000 for the 1995 period.

         Sales at A. P. Green de Mexico for the three months ended September 30,
         1996 increased  24.4% to $2.2 million  compared to $1.8 million for the
         1995  period,  with 1996  pre-tax  earnings  of  $258,000  compared  to
         $249,000 for the third quarter of 1995.

         Start up expenses at the new plant in  Indonesia  resulted in a $36,000
         pre-tax  loss  for the  third  quarter  of  1996.  Electrical  problems
         unexpectedly  delayed  the  opening of this  facility  until the fourth
         quarter of 1996, with delivery of customer orders  commencing the first
         quarter of 1997.

         Refractory products cost of sales as a percentage of sales increased to
         87.4%  compared to 83.3% for the three months ended  September 30, 1996
         and 1995,  respectively.  This  increase was  primarily due to the high
         level of fixed costs at LTI, increased raw material costs, higher brick
         breakage variances and a higher  unfavorable LIFO inventory  adjustment
         during  the  third  quarter  of 1996  than in the same  period of 1995.
         Partially  offsetting  these cost  increases  were improved  production
         efficiencies and reduced workers' compensation insurance,  group health
         insurance and processing fuels expense.  Refractory  operating  profits
         declined  88.2%  to  $388,000  from  $3.3  million  for the  comparable
         three-month  periods,  due to both the  reduction in gross  margins and
         additional selling and administrative costs associated with LTI and the
         new plant in Indonesia.

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

         Industrial  lime sales increased 3.4% to $9.8 million from $9.5 million
         for the respective third quarters of 1996 and 1995.  Volumes  increased
         an  average  of  0.5%,  with  increases  in  building  lime  at the New
         Braunfels,  Texas plant and Cal-Dol at the  Kimballton,  Virginia plant
         partially  offset  by  declines  in  road  stabilization  lime  at  New
         Braunfels  and  quicklime  and  hydrate  at   Kimballton.   Prices  for
         industrial  and road  stabilization  lime  improved  at New  Braunfels,
         partially offset by a decline in building lime prices,  while quicklime
         and hydrate prices  improved and Cal-Dol prices declined at Kimballton,
         resulting in an overall price increase of 2.9%.

         The gross  margins of the  Company's  industrial  lime  operations  are
         sensitive to volume changes due to the capital  intensive nature of the
         operations  and  semi-fixed  nature of other costs.  As a result of the
         sales increase,  gross profit and operating  profit  increased 2.2% and
         2.1%, respectively.  Increased equipment maintenance expense, purchased
         material   costs  and   professional   fees  were  offset  by  improved
         efficiencies  and lower workers'  compensation  insurance  costs at New
         Braunfels,  while costs at Kimballton were essentially level with prior
         year.

                                       12
<PAGE>

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

         Selling and  administrative  expenses increased 7.7% to $8.6 million in
         the third  quarter of 1996 from $8.0  million for the  comparable  1995
         period.  The  increase  was  primarily  due to  the  addition  of  LTI,
         INTOGREEN and the new plant in Indonesia.

         Interest  expense  declined to $766,000 in 1996 from  $806,000 in 1995,
         due  primarily to a $2.5 million  payment made on July 29, 1996 against
         the debt incurred for the General acquisition.  There were no bank line
         borrowings during either  three-month  period.  Interest income for the
         third quarter of 1996 decreased  32.6% to $279,000 from $414,000 in the
         comparable 1995  three-month  period due to reduced funds available for
         investing and a shortening of the average investment maturity resulting
         in lower average interest rates.

         Other income  declined  15.2% for the comparable  three-month  periods.
         This  decline  was  primarily  due to a  reduction  in  royalty  income
         resulting  from a final  payment  received in the third quarter of 1995
         related to an expired  royalty  agreement.  Partially  offsetting  this
         decline in  royalties  were gains on the sale of the  Pueblo,  Colorado
         plant  and  certain  equipment  at  the  closed  Warren,   Ohio  plant.
         Termination  benefits and exit costs  associated  with the Pueblo plant
         were not material to the consolidated results.

         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 A. P. 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 transactions in their local currencies,  the Mexican peso and
         Indonesian  Rupiah, A. P. Green's portion of which were not significant
         to the consolidated results.

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

         The tax  benefit  in the third  quarter  of 1996 was due  primarily  to
         partial recognition of benefits from the pre-tax start up losses of LTI
         during the first half of 1996. Long-term projections of LTI's operating
         results   indicate   future  earnings  should  be  adequate  to  ensure
         realization of the benefits from the tax loss in future periods.

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

         Due to a recession in the Colombian  construction  industry,  political
         uncertainty and a general  decline in economic  conditions in Colombia,
         there was no income from the Company's two Colombian affiliates for the
         three months ended  September 30, 1996,  whereas the Company's share of
         income for the comparable 1995 period was $136,000. Current projections
         do not indicate a significant  improvement in these results in the near
         future.

                                       13
<PAGE>

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE
-----------------------------------------------------------------------------
MONTHS ENDED SEPTEMBER 30, 1995
-------------------------------

         Total sales  increased 3.6% to $195.7 million for the nine months ended
         September  30,  1996  from  $188.9  million  for  the  comparable  1995
         nine-month  period.  Gross profit  increased 7.0% to $33.8 million from
         $31.6 million for the comparable periods. The impact from the July 1995
         A. P. Green de Mexico acquisition was to increase sales by $3.6 million
         and gross profit by  approximately  $1.1  million.  The impact from the
         December 1995  acquisition of LTI was to increase sales by $1.5 million
         and  reduce  gross  profit  by  $153,000  due  to the  relatively  high
         percentage of fixed costs at the initial low volume  level.  The impact
         from the INTOGREEN  partnership  formed in January 1995 was to increase
         sales by $596,000 and gross profit by $81,000, while the new Indonesian
         plant reduced gross profit by $53,000 with no sales.

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

         Refractory  products and services  sales were $165.9 million and $160.5
         million for the nine months ended  September 30, 1996 and September 30,
         1995,  respectively,  reflecting an increase of 3.4%.  U.S.  refractory
         sales  increased  2.6% to  $142.2  million  for the nine  months  ended
         September 30, 1996 from $138.7 million for the comparable  1995 period.
         The impact from LTI and INTOGREEN was to increase U.S. refractory sales
         by $2.1 million.  Excluding this impact,  volume  declines in brick and
         precast  shapes were partially  offset by increases in specialties  and
         ceramic fiber volume for a net volume decline of 2.5%.  Prices improved
         across  all  product  lines an  average  of  4.0%.  U.S.  export  sales
         increased  45.4% to  $19.6  million  for the  nine-month  period  ended
         September 30, 1996 from $13.4 million for the comparable 1995 period.

         Sales at the Canadian subsidiary declined 1.3% to $18.1 million for the
         nine  months  ended  September  30,  1996 from  $18.3  million  for the
         comparable 1995 period. Reduced volumes in brick, specialties,  ceramic
         fibers and precast shapes were partially offset by a 31.7%  improvement
         in high-margin crucible volume for a net volume decline of 8.7%. Prices
         increased  across  all  product  lines  with the  exception  of ceramic
         fibers,   resulting  in  an  overall  price  increase  of  9.7%.   Also
         contributing to the sales decline were an unexpected repair requiring a
         one month kiln shutdown and a slower than  anticipated  start up of the
         new specialties line at the Smithville,  Ontario plant, which was built
         to absorb the production  from the Weston,  Ontario plant closed during
         1995.

         The Canadian  subsidiary  generated  pre-tax income of $357,000 for the
         nine months  ended  September  30, 1996  compared to a pre-tax  loss of
         $138,000 for the  comparable  1995 period.  Improvements  in production
         efficiency  and reduced  property taxes compared to 1995 were partially
         offset by increased  equipment  maintenance and pension costs. The 1995
         loss was primarily due to  establishment  of a reserve of approximately
         $380,000  for exit  costs and  termination  benefits  for 26  employees
         associated  with the  closing and sale of the  Weston,  Ontario  plant,
         which was announced in June 1995.

                                       14
<PAGE>

         Sales by the United Kingdom  subsidiary  were unchanged at $7.1 million
         for the first  nine  months of both  1996 and  1995.  Pre-tax  earnings
         declined  slightly to $428,000 for the nine months ended  September 30,
         1996 compared to $438,000 for the 1995 period.

         A. P. Green de Mexico's  sales for the nine months ended  September 30,
         1996 were $5.8  million,  with pre-tax  earnings of  $823,000.  For the
         three-month period of 1995 under A. P. Green ownership,  A. P. Green de
         Mexico's  sales were $1.8 million,  with pre-tax  earnings of $249,000.
         
         Start up expenses at the new plant in Indonesia  resulted in a $114,000
         pre-tax loss for the nine months ended September 30, 1996.

         Refractory products cost of sales as a percentage of sales decreased to
         83.9% in 1996 from 84.6% in 1995. This improvement was primarily due to
         greater  production  efficiencies  and  reduced  workers'  compensation
         insurance,  processing fuels and freight expense. The first nine months
         of 1995 also  included  increases  in the obsolete  inventory  and U.S.
         plant shutdown reserves,  both of which were established at the time of
         the General  acquisition related to facilities to be closed, as well as
         establishment  of  the  Canadian  plant  shutdown  reserve   previously
         mentioned. Partially offsetting these improvements were increased group
         health insurance and equipment  maintenance  costs, high fixed costs at
         LTI and unfavorable  LIFO inventory  adjustments  during the first nine
         months of 1996 compared to favorable adjustments during the same period
         of 1995.  Refractory  operating  profits  declined 6.4% to $7.9 million
         from $8.4  million  in 1996 and 1995,  respectively,  primarily  due to
         selling   and   administrative   expenses   associated   with  the  new
         acquisitions and ventures.

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

         Industrial  lime  sales  increased  4.9% to $29.9  million  from  $28.5
         million for the nine-month  periods ended  September 30, 1996 and 1995,
         respectively.  Volumes were essentially flat, with increases across all
         product lines at the New Braunfels  plant offset by declines across all
         product lines at the Kimballton plant. Average selling prices increased
         an average of 4.5%  across all  product  lines at both  plants with the
         exception of Cal-Dol at Kimballton.

         As a  result  of the  sales  increase,  industrial  lime  gross  profit
         increased 3.3% to $7.1 million,  or 23.6% of sales,  from $6.8 million,
         or 24.0% of sales.  The  decline  in gross  profit  percentage  was due
         primarily to increased  equipment  maintenance costs at both plants and
         higher workers'  compensation  insurance cost at Kimballton,  partially
         offset by lower outside processing costs at Kimballton. Industrial lime
         operating  profit  increased  3.2% to $6.1  million  for the first nine
         months of 1996 compared to $5.9 million for the comparable 1995 period.

                                       15
<PAGE>

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

         Selling and administrative expenses increased 12.3% to $26.6 million in
         1996 from $23.7 million in 1995.  The increase was primarily due to the
         addition of A. P. Green de Mexico,  LTI,  INTOGREEN  and PT A. P. Green
         Indonesia, general salary and related expense increases and an increase
         in  postretirement  benefit costs,  partially  offset by lower salaried
         pension costs.

         Interest expense decreased to $2.3 million in 1996 from $2.4 million in
         1995,  due  primarily to a $2.5  million  payment made on July 29, 1996
         against the debt  incurred for the General  acquisition.  There were no
         bank line borrowings during either nine-month  period.  Interest income
         decreased  21.2% due to reduced  funds  available  for  investing and a
         shortening  of the  average  investment  maturity  resulting  in  lower
         average interest rates. Other income decreased 8.2% to $591,000 in 1996
         from $644,000 in 1995,  due  primarily to a decrease in royalty  income
         and reduced currency  translation gains,  partially offset by the gains
         on asset sales previously mentioned.

         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 A. P. 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 transactions in their local currencies,  the Mexican peso and
         Indonesian  Rupiah, A. P. Green's portion of which were not significant
         to the consolidated results.

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

         The 1996  effective tax rate was 36.0%  compared to 17.5% in 1995.  The
         higher 1996 effective rate was due primarily to limited  recognition of
         tax  benefits  from the  pre-tax  start up losses of LTI.  A portion of
         those  benefits  were  recognized  during the third quarter of 1996, as
         long-term  projections  of  LTI's  operating  results  indicate  future
         earnings should be adequate to ensure  realization of the benefits from
         the tax loss in future periods.

         During the second  quarter of 1995,  a review of tax years 1988 through
         1993 was  completed by the  Internal  Revenue  Service,  resulting in a
         small  additional  payment to clear  federal  tax  liability  for those
         years.  Due to the outcome of this  review  being more  favorable  than
         originally  anticipated,  the Company reduced its provision for federal
         income taxes by $1.1 million. Absent that adjustment,  the tax rate for
         the nine months ended September 30, 1995 would have been 32.1%.

                                       16
<PAGE>

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

         The  Company's  share of income from its two Colombian  affiliates  was
         $379,000  for the nine months  ended  September  30,  1996  compared to
         $542,000 for the  comparable  1995 period.  The  reduction was due to a
         recession in the Colombian construction industry, political uncertainty
         and a general decline in economic conditions in Colombia. Third quarter
         1996 results and current  projections  indicate  reduced  income levels
         will continue in the near future.

                                       17
<PAGE>

                                INDUSTRY SEGMENTS
                                 (In thousands)

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     1996             1995
                                                   --------         --------
NET SALES

Refractory products and services                  $ 165,887        $ 160,472
Industrial lime                                      29,933           28,523
Intersegment eliminations                              (100)            (139)
                                                   --------         --------
                                                  $ 195,720        $ 188,856
                                                   ========         ========

GROSS PROFIT

Refractory products and services                  $  26,737        $  24,753
Industrial lime                                       7,056            6,832
                                                   --------         --------

                                                  $  33,793        $  31,585
                                                   ========         ========

GROSS PROFIT PERCENTAGE

Refractory products and services                       16.1%            15.4%
Industrial lime                                        23.6%            24.0%

                                                       17.3%            16.7%
                                                   ========         ========
OPERATING PROFIT

Refractory products and services                  $   7,864        $   8,402
Industrial lime                                       6,132            5,945
                                                   --------         --------
                                                     13,996           14,347
                                                   --------         --------

OTHER CHARGES TO INCOME

General corporate expenses, net                       6,135            5,764
Interest expense                                      2,343            2,396
Interest income                                        (885)          (1,124)
                                                   --------         --------

  Total other charges                                 7,593            7,036
                                                   --------         --------

EARNINGS BEFORE INCOME TAXES                      $   6,403        $   7,311
                                                   ========         ========

                                       18
<PAGE>

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     1996             1995
                                                   --------         --------

IDENTIFIABLE ASSETS (AT PERIOD END)

Refractory products and services                  $ 292,639        $ 280,188
Industrial lime                                      47,127           46,935
Corporate                                             8,381           14,553
                                                   --------         --------
                                                  $ 348,147        $ 341,676
                                                   ========         ========

DEPRECIATION, DEPLETION AND AMORTIZATION

Refractory products and services                  $   5,050        $   4,720
Industrial lime                                       2,100            2,043
Corporate                                               752              775
                                                   --------         --------
                                                  $   7,902        $   7,538
                                                   ========         ========

CAPITAL EXPENDITURES

Refractory products and services                  $   7,275        $   5,208
Industrial lime                                       1,832            1,531
Corporate                                               267              185
                                                   --------         --------
                                                  $   9,374        $   6,924
                                                   ========         ========





                               GEOGRAPHIC SEGMENTS

                                 (In thousands)

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     1996             1995
                                                   --------         --------

NET SALES

United States                                     $ 172,128        $ 167,183
Canada                                               18,089           18,332
United Kingdom                                        7,058            7,108
Far East                                                --               --
Mexico                                                5,776            1,754
Intersegment transfers (primarily U.S.)              (7,331)          (5,521)
                                                   --------         --------
                                                  $ 195,720        $ 188,856
                                                   ========         ========

                                       19
<PAGE>

                                               Nine Months Ended September 30,
                                                -------------------------------
                                                     1996             1995
                                                   --------         --------
EARNINGS (LOSS) BEFORE INCOME TAXES

United States                                     $   4,909        $   6,762
Canada                                                  357             (138)
United Kingdom                                          428              438
Mexico                                                  823              249
Far East                                               (114)             --
                                                   --------         --------
                                                  $   6,403        $   7,311
                                                   ========         ========

IDENTIFIABLE ASSETS (AT PERIOD END)

United States                                     $ 304,651        $ 298,713
Canada                                               19,348           16,909
United Kingdom                                        4,865            4,930
Mexico                                                5,851            5,460
Far East                                              5,051            1,111
Corporate                                             8,381           14,553
                                                   --------         --------
                                                  $ 348,147        $ 341,676
                                                   ========         ========


                              PRICE/VOLUME SUMMARY
                            1996 AS COMPARED TO 1995
                           PERCENT INCREASE (DECREASE)


                                        Three                  Nine
                                        Months                Months
                                        Ended                 Ended
                                   September 30, 1996   September 30, 1996
                                   ------------------   ------------------


U.S. REFRACTORY PRODUCTS SALES
 (excluding impact of LTI and INTOGREEN)

  Volume                                 (0.5)%                (2.5)%

  Price                                  (1.0)                  4.0

INDUSTRIAL LIME SALES

  Volume                                  0.5                   0.4

  Price                                   2.9                   4.5

                                       20
<PAGE>

FINANCIAL CONDITION

         The Company continues to maintain a strong balance sheet.

                               Summary Information
                             (Dollars in thousands)

                                  September 30,
                            ------------------------         December 31,
                             1996              1995             1995
                            ------            ------         ------------

Working capital           $  75,161         $  80,488        $  79,615

Current ratio                 2.2:1             2.1:1            2.2:1

Total assets              $ 348,147         $ 341,676        $ 373,568

Current maturities of
 long-term debt               2,942             2,655            2,705

Long-term debt               31,804            34,469           34,384

Stockholders' equity      $ 118,017         $ 112,735        $ 113,999

Debt to total
 capitalization(1)            22.7%             24.8%            24.5%


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


Working  capital  declined 6.6%, or $5.3 million,  to $75.2 million at September
30, 1996 from $80.5  million at September  30, 1995,  while the ratio of current
assets to current  liabilities  increased  to 2.2:1 from  2.1:1.  The decline in
working  capital was  primarily  due to a reduction  in cash of $5.6  million as
funds were used for the new Indonesian  plant and the operation of new ventures.
The impact from the December 1995 acquisition of LTI was not material.

Working  capital  declined  5.6%,  or $4.5  million,  since  December  31, 1995.
Declines  in cash of $3.8  million,  accounts  receivable  of $3.3  million  and
inventories  of $3.3  million  were  partially  offset by  decreases in accounts
payable of $2.9 million and  insurance  reserves and other  accrued  expenses of
$2.4 million.

The decrease in accounts  receivable and inventories since December 31, 1995, as
well as the  reduction in accounts  payable,  were due to reduced  third quarter
sales  levels.  In  addition,  planned  reductions  in  finished  goods  and raw
materials  levels at certain  refractory  plants  contributed  to

                                       21
<PAGE>

the decline in  inventory  and  accounts  payable  balances.  The  reduction  in
insurance  reserves was due to improved  claims  experience  in 1996,  while the
reduction in other accrued  expenses was primarily due to  expenditures  against
the plant closing and environmental reserves.

The $19.8  million  decrease  in  non-current  projected  insurance  recovery on
asbestos claims and the $20.6 million decrease in non-current projected asbestos
claims since  December 31, 1995 were due primarily to asbestos claim payments by
insurance  carriers  during the first nine months of 1996.  In addition,  a $2.6
million  reallocation from long-term to current was made since December 31, 1995
based upon data provided by the Center for Claims Resolution.

Deferred income tax assets decreased by $1.5 million since December 31, 1995 due
primarily to reductions in alternative  minimum tax carryforwards and adjustment
to the original deferred tax assets related to the acquisition of A. P. Green de
Mexico.  Deferred income tax liabilities declined approximately $2.0 million due
to reductions in prepaid pension costs and depreciation method differences.

The $2.6 million  reduction in  long-term  debt since  December 31, 1995 was due
primarily  to a $2.5  million  payment  made  in  July  1996  against  the  debt
associated with the General acquisition.

Capital  expenditures  for the first nine months of 1996  totaled  $9.4  million
compared to $6.9 million for the same period of 1995, with capital  expenditures
for the  refractories  business  increasing $2.1 million.  Of this  refractories
increase,  $1.1 million was for  construction  of the new  specialties  plant in
Indonesia  and $600,000 was for  expansion of the  Smithville,  Ontario plant to
accommodate the production from the closed plant in Weston, Ontario. The balance
of the increase was for replacement, modernization and expansion of operations.

On August 19, 1996,  the  Company's  Board of Directors  approved a  two-for-one
stock split, effected in the form of a stock dividend payable September 20, 1996
to  stockholders of record on September 6, 1996. The stock split resulted in the
issuance of 4,487,721  additional  shares from authorized but unissued shares. A
transfer of $4,487,721 was made from additional  paid-in capital to common stock
at the stated par value.  In  addition,  the Board of  Directors  approved a 14%
increase in the  quarterly  dividend to $.04 per share (an  increase to $.08 per
share from $.07 per share on a pre-split basis) effective with the dividend paid
September 13, 1996.

                                       22
<PAGE>

A. P. GREEN INDUSTRIES, INC.

PART II.  OTHER INFORMATION

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

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

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

               27  Financial  Data  Schedule  as  of and for the Nine  Months
                   Ended September 30, 1996.

    (b)        Reports on Form 8-K:  
               --------------------  
               No reports on Form  8-K were filed  during the  quarter  ended
               September 30, 1996.












                                       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: November 12, 1996
      -----------------












                                       24

<PAGE>